(a) Which the person or any of the person’s affiliates or associates, directly or indirectly, have the power to vote or dispose of, including voting or dispositive power pursuant to any agreement, arrangement or understanding, whether or not in writing;

(b) Over which the person or any of the person’s affiliates or associates, directly or indirectly, have the right to acquire voting or dispositive power, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or

(c) Which are owned, directly or indirectly, by any other person, or any affiliate or associate of the person, with which the person, or any affiliates or associates of the person, have any agreement, arrangement or understanding, whether or not in writing, for the purpose of acquiring, holding, voting or disposing of any securities of the corporation.

(2) For purposes of subsection (1) of this section, a person shall not be considered to be the "owner" of or to "own" any shares:

(a) If an agreement, arrangement or understanding to vote shares arises solely from a revocable proxy or consent given to the person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Securities Exchange Act of 1934;

(b) Tendered pursuant to a tender or exchange offer made by or on behalf of the person or any of the person’s affiliates or associates until any tendered shares are accepted for purchase or exchange; or

(c) Acquired by a person engaged in business as an underwriter of securities through the person’s participation in good faith in a firm commitment underwriting until the expiration of 40 days after the date of the acquisition of the shares. [1991 c.40 §3]