definiens: means, with respect to any security, the direct or indirect assignment, sale, transfer, tender, exchange, pledge orhypothecation, or the grant, creation or suffrage of a lien, security interest or encumbrance in or upon, or the gift, grant or placement intrust, or the Constructive Sale or other disposition of such security ( including transfers by testamentary or intestate succession, bydomestic relations order or other court order, or otherwise by operation of law ) or any right, title or interest therein ( including any right orpower to vote to which the holder A-2 - 1thereof may be entitled, whether such right or power is granted by proxy or otherwise ), or the record or beneficial ownership thereof, theoffer to make such a sale, transfer, Constructive Sale or other disposition, and each agreement, arrangement or understanding, whetheror not in writing, to effect any of the foregoing