definiens: :( 1 ) ( and other correlative terms ) means beneficial ownership as defined in Rule 13d-3under the Securities Exchange Act of 1934, as amended and the rules of the Securities and Exchange Commissionthereunder as in effect on the date hereof, it being understood and agreed that shall also includeany securities which any Person or any of such person ’s Affiliates has the right to acquire ( whether such right isexercisable immediately or only after the passage of time ) pursuant to any agreement, arrangement or understanding, orupon the exercise of conversion rights, exchange rights, rights, warrants or options or otherwise ; and(2 ) ( including, with correlative meaning, the terms or ) means the possession, either directly or indirectly through one or more intermediaries, of ( i ) the power to direct orcause the direction of the management or policies of such entity, ( whether through ownership of securities or otherownership interests, by contract or otherwise ), or ( ii ) beneficial ownership of more than [ * * * ] of the voting securities orother ownership interest ( whether directly or pursuant to any option, warrant or other similar arrangement ) or othercomparable equity interests of an entity