definiens: means either : ( 1 ) a ( within the meaning of Code § 957 ) ; ( 2 ) a ( within the meaning of Code§1297 ), or ( 3 ) any other entity ( x ) any portion of the income of which is or may be requiredto be included in the income of Arcadia, whether directly or indirectly, and whether as an allocable share, deemeddistribution, dividend, sale proceeds, or otherwise, for United States federal income tax purposes, whether or not thereis a distribution, dividend, payment to Arcadia, or ( y ) if the ownership interest of such entity were actually disposed byor to deemed to have been disposed by, any amount of the actual or deemed disposition proceeds or amount realizedfor United States federal income tax purposes, received by or attributed to Arcadia, would be characterized for UnitedStates federal income tax purposes as income or gain from other than the disposition of a capital asset