definiens: means any natural person, entity or ( within the meaning of Section 13(d ) or 14(d ) of the Exchange Act ), except that shall not include : ( a ) Customer, or any subsidiary of Customer ; ( b ) any employee benefit plan of the Customer or any subsidiary of Customer or any trustee or other fiduciary holding securities under an employee benefit plan of Custom er or any subsidiary of Customer ; ( c ) an underwriter temporarily holding securities pursuant to a registered public offering of such securities ; ( d ) an entity owned, directly or indirectly, by the stockholders of Customer in substantially th e same proportions as their ownership of stock of Customer ; or ( e ) any natural person, entity or ( within the meaning of Section 13(d ) or 14 ( d ) of the Exchange Act ) that, as of the Effective Date, is the owner, direc tly or indirectly, of securities of Customer representing more than 8 [ * ] = Certain confidential information contained in this document, marked by brackets, is omitted beca use it is both ( i ) not material and ( ii ) would be competitive ly harmful if publicly disclosed