definiens: means ( i ) each Person who owns beneficially or of record at least 1 % of the outstandingCompany Capital Stock ( on an as - converted - to Company Common Stock basis ), ( ii ) each individual who is an officer ordirector of any Acquired Company ( or a member of the, as defined in Rule 12b-2 and 16a-1 of theSecurities Exchange Act of 1934, of any officer or director of any Acquired Company ), ( iii ) each Affiliate of any of thePersons referred to in clauses ( i ) or ( ii ) above and ( iv ) any trust or other Person ( other than the Company ) in which anyone of the individuals referred to in clauses ( i ), ( ii ) and ( iii ) above holds ( or in which more than one of such individualscollectively hold ), beneficially or otherwise, a material voting, proprietary or equity interest