Owner, when used with respect to any stock of any class or series, shall mean a person who individually or with or through any affiliates or associates (1) beneficially owns such stock, directly or indirectly, (2) has (a) the right to acquire such stock, 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, except that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange or (b) the right to vote such stock pursuant to any agreement, arrangement, or understanding, except that a person shall not be deemed the owner of any stock if the agreement, arrangement, or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten or more persons, or (3) 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 subdivision (2)(b) of this section, or disposing of such stock with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.