definiens: shall mean any or ( as each such term is used in Rule 13d-3 and Rule 13d-5 of the Exchange Act ) who shall ( as such term is defined in Rule 13d-3 and Rule 13d-5under the Exchange Act ), directly or indirectly, Voting Shares ( measured by voting power rather than number of shares)representing a larger number of Voting Shares than the number of Voting Shares ( measured by voting power rather thannumber of shares ), directly or indirectly, by [COMPANY] and its Affiliates, in each case as reported on ( orrequired to have been reported on to the extent any ( as such term is defined in Rule 3b-7 under theExchange Act ) of [COMPANY] has actual knowledge of the number of such or Voting Shares ) the most recentSchedule 13D or Schedule 13 G or an amendment to any such Schedule filed with the Securities and Exchange Commission byany such or or by [COMPANY] or any of its Affiliates or as otherwise publicly announced by any such or or by [COMPANY] or any of its Affiliates