definiens: with respect to any Shares has the meaning ascribed to such term under Rule 13d-3under the Exchange Act and includes any Person who shall be deemed to be the beneficial owner of such Shares(i ) which such Person or any of its Affiliates or associates ( as such term is defined in Rule 12b-2 under the ExchangeAct ) beneficially owns, directly or indirectly, ( ii ) which such Person or any of its Affiliates or associates ( as such termis defined in Rule 12b-2 of the Exchange Act ) has, directly or indirectly, ( A ) the right to acquire ( whether such right isexercisable immediately or subject only to the passage of time ), pursuant to any agreement, arrangement orunderstanding or upon the exercise of consideration rights, exchange rights, warrants, options or otherwise, or ( B ) theright to vote pursuant to any agreement, arrangement or understanding, or ( iii ) which are beneficially owned, directly orindirectly, by any other Persons with whom such Person or any of its Affiliates or associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any Shares ( and the term or shall have a corresponding meaning )