definiens: means any Person, including its Affiliates and Associates ( other than the Company and any direct or indirect majority -owned subsidiary of the Company ), that is, or was at any time within the three -year period immediately prior to the date in questi on, the Owner of 15 % or more of the outstanding voting shares of the Company ; provided, however, that the term shall not include any person whose ownership of shares in excess of the 15 % limitation set forth herein is the result of acti on taken solely by the Company ; provided that such person shall be an Interested Holder if thereafter such person acquires additional voting shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such p erson . For the purpose of determining whether a person is an Interested Holder, the voting shares of the Company deemed to be outstanding shall include shares deemed to be owned by the person through application of ( viii ) of this subsection but shall not i nclude any other unissued shares of such company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise