definiens: ( as defined in the ' : ; : ->~ Securities and Excbange Act of 1934 ) ( other than by [COMPANY] or one of its AffIliates or any person acting in concert with [COMPANY] or one of its Afftliates ) to acquire Voting Securities in an amount wbich, together with Voting Securities already owned by sucb person or group, would represent more than 20 % of the outstanding sbares of Voting Securities, ( B ) it becomes publicly disclosed that more than 20 % of the outstanding shares of Voting Securities are held subsequent to the date hereof by any person and its affIliates ( other than [COMPANY] or one of its Afftliates or any person acting in concert with [COMPANY] or one of its AffIliates ) or ( C ) the board of directors of Emispbere waives the limitation