definiens: ( a ) and have the meanings given such terms under Section 13(d ) and 14(d ) of t he Securities Exchange Act of 1934 and the term includes any group acting for the purpose o f acquiring, holding or disposing of securities wit hin the meaning of Rule 13d-5(b)(1 ) under the said Act ; ( b ) a will be determined in accordance with Rule 13d -3 under the aforesaid Act ; and ( c ) the terms and will have meanings correlative t o that of Notwithstanding the foregoing, in no event shall a Change of Control result from CHOP and/or any of it s Affiliates ( including the CHOP Foundation ) acquirin g or having the right to acquire additional equity of or voting power over SPONSOR or Aevi or otherwise i ncreasing its beneficial ownership of SPONSOR, whether alone or as part of a group, or acquiring c ontrol through contract, representation on a govern ing body or otherwise