definiens: , including the terms and, when used with respect to any Shares, means a person that individually or with or throu gh any of its Affiliates or Associates : ( A ) beneficially owns such Shares, directly or indirectly ; or ( B ) has ( 1 ) the right to acquire such Shares ( whether such right is exercisable immediately or only after the passage of time ) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise ; provided, however, that a person shall not be deemed the Owner of Shares tendered pursuant to a tender or exchange offer made by such person or any of such person ’s affiliates or associates until such tendered Shares are accepted for purchase or exchange ; or ( 2 ) the right to vote such shares pursuant to any agreement, arrangement or understanding ; provided, however, that a person shall not be deemed the Owner of any Shares because of such person ’s right to vote such Shares if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more persons ; or ( C ) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting ( except voting pursuant to a revocable proxy or consent as described in item ( 2 ) of subparagraph ( B ) of this paragraph ), or disposing of such Shares with any other person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such Shares