Acquiring Person

Acquiring Person. Shall mean (i) Any Person (other than the Company, any Related Person (as such term is hereinafter defined) or any Exempt Person) who or which, together with all Affiliates and Associates (as such terms are hereinafter, defined) of such Person, shall become is or becomes the Beneficial Owner (as such term is hereinafter defined) of 15% 4.99% or more of the shares of then-outstanding Common Stock then outstanding or (ii) Shares; provided, however, that (i) any Person who is an Adverse Person (as... such term is hereinafter defined); provided, however, that would otherwise constitute an Acquiring Person shall as of 4:00 p.m., New York City time, on the date of this Agreement (the "Effective Time") will not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an "Acquiring Person" either (i) Acquiring Person for any purpose of this Agreement unless and until such time as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by (A) such Person to 15% or more any Affiliate or Associate of the Common Stock of the Company then outstanding; provided, however, that if a such Person shall become the Beneficial Owner of 15% or more of the Common Stock then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become thereafter becomes the Beneficial Owner of any additional shares Common Shares, other than (1) pursuant to any agreement or regular-way purchase order for Common Shares that is in effect on or prior to the Effective Time and consummated in accordance with its terms after the Effective Time or (2) as a result of a stock dividend, rights dividend, stock split or similar transaction effected by the Company in which all holders of Common Stock, then Shares are treated equally, or (B) any other Person who is the Beneficial Owner of Common Shares becomes an Affiliate or Associate of such Person, provided that the exclusion in this clause (i) shall cease to apply with respect to any Person shall at such time as such Person, together with all Affiliates and Associates of such Person, ceases to Beneficially Own 4.99% or more of the then-outstanding Common Shares, (ii) a Person will not be deemed to have become an Acquiring Person solely as a result of a reduction in the number of Common Shares outstanding unless and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of any additional Common Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally, or (B) any other Person who is the Beneficial Owner of Common Shares thereafter becomes an Affiliate or Associate of such Person, and in either such case, such Person, together with all Affiliates and Associates of such Person, shall thereafter be the Beneficial Owner of 4.99% or more of the outstanding Common Shares and (iii) a Person will not be deemed to have become an "Acquiring Person," Acquiring Person solely as a result of an Exempt Transaction unless and until such time as (A) such Person or (ii) any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of any additional Common Shares, other than as a result of a stock dividend, rights dividend, stock split or similar transaction effected by the Company in which all holders of Common Shares are treated equally, or (B) any other Person who is the Beneficial Owner of Common Shares thereafter becomes an Affiliate or Associate of such Person, and in either such case, such Person, together with all Affiliates and Associates of such Person, shall thereafter be the Beneficial Owner of 4.99% or more of the outstanding Common Shares. Notwithstanding the foregoing, if (1) the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," Person" as defined pursuant to the foregoing provisions of this paragraph (a), Section 1(a), has become such inadvertently, inadvertently and (2) such Person has divested, divests as promptly as practicable or agrees in writing with the Company to divest, a sufficient number of shares of Common Stock Shares so that such Person is not or would no longer be an "Acquiring Person," Person" as defined pursuant to the foregoing provisions of this paragraph (a). Section 1(a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. View More

Acquiring Person. Shall mean (i) any Person (as such term is hereinafter defined) who or which, together with all Affiliates (as such term is hereinafter defined) and Associates (as such terms are hereinafter, term is hereinafter defined) of such Person, Person shall become be the Beneficial Owner (as such term is hereinafter defined) of 15% fifteen percent (15%) or more of the shares of outstanding Common Stock then outstanding or (ii) any Person who is an Adverse Person (as such term is hereinafter defined); of the Company, without the prior approval of the Board of Directors; provided, however, that in no event shall a Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of less than 15% of the Company's outstanding Common Stock, become an Acquiring Person shall not include the Company, any Subsidiary (as such term is hereinafter defined) solely as a result of a reduction of the Company or any employee benefit plan number of the Company or of any Subsidiary of the Company, or any entity holding shares of outstanding Common Stock for or pursuant to the terms Stock, including repurchases of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an "Acquiring Person" either (i) as the result of an acquisition outstanding shares of Common Stock by the Company which, by reducing the number of shares outstanding, Company, which reduction increases the proportionate number percentage of outstanding shares of Common Stock Beneficially Owned by such Person to 15% or more of the Common Stock of the Company then outstanding; Person, provided, however, further, that if a Person shall become the Beneficial Owner of 15% or more of the Company's outstanding Common Stock then outstanding solely by reason of share purchases by a reduction of the Company number of shares of outstanding Common Stock, and shall, after such share purchases by the Company, shall thereafter become the Beneficial Owner of any additional shares of Common Stock, Stock of the Company, then such Person shall be deemed to be an "Acquiring Person," Acquiring Person unless upon the consummation of the acquisition of such additional shares of Common Stock such person does not own 15% or (ii) more of the shares of Common Stock then outstanding. An Acquiring Person shall not include an Exempt Person (as such term is hereinafter defined). Notwithstanding the foregoing, if (i) either (X) the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned a percentage of Common Stock that would otherwise cause such Person to be an Acquiring Person or (B) such Person was aware of the extent of its Beneficial Ownership but had no actual knowledge of the consequences of such Beneficial Ownership under this Rights Agreement) and without any intention of changing or influencing control of the Company, or (Y) within two Business Days of being requested by the Company to advise the Company regarding same, such Person certifies in writing that such Person acquired Beneficial Ownership of 15% or more of the Company's outstanding Common Stock inadvertently or without knowledge of the terms of the Rights, and (ii) such Person divests as promptly as practicable a sufficient number of shares of Common Stock so that such Person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a). (a), then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Rights Agreement. View More

Acquiring Person. Shall mean (i) Means any Person (as such term is hereinafter defined) (other than the Company, any Related Person or any Institutional Investor) who or which, together with all Affiliates and Associates (as such terms are hereinafter, defined) of such Person, shall become is or becomes the Beneficial Owner (as such term is hereinafter defined) of 15% 20% or more of the shares of then-outstanding Common Stock then outstanding or (ii) any Person who is an Adverse Person (as such term is... hereinafter defined); Shares; provided, however, that a Person will not be deemed to have become an Acquiring Person shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding shares of Common Stock for or pursuant to the terms of any such plan. Notwithstanding the foregoing, no Person shall be deemed to be an "Acquiring Person" either (i) solely as the a result of an acquisition of Common Stock by the Company which, by reducing a reduction in the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by Common Shares outstanding unless and until such time as (A) such Person to 15% or any Affiliate or Associate of such Person thereafter becomes the Beneficial Owner of additional Common Shares representing 1% or more of the then-outstanding Common Stock Shares, other than as a result of a stock dividend, stock split or similar transaction effected by the Company then outstanding; provided, however, that if a in which all holders of Common Shares are treated equally, or (B) any other Person shall become who is the Beneficial Owner of 15% Common Shares representing 1% or more of the then-outstanding Common Stock then outstanding by reason Shares thereafter becomes an Affiliate or Associate of share purchases by such Person. Notwithstanding the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares of Common Stock, then such Person shall be deemed to be an "Acquiring Person," or (ii) foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person," Person" as defined pursuant to the foregoing provisions of this paragraph (a), Section 1(a), has become such inadvertently, and such Person divests as promptly as practicable or agrees in writing with the Company to divest, a sufficient number of shares of Common Stock Shares so that such Person would no longer be an "Acquiring Person," Person" as defined pursuant to the foregoing provisions of this paragraph (a). Section 1(a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. View More

Acquiring Person. The Means, in connection with any Business Combination, the continuing or surviving corporation of a consolidation or merger with the Company (if other than the Company), the transferee of all or substantially all of the properties and or assets of the Company, the corporation consolidating with or merging into the Company in a consolidation or merger in connection with which the Common Stock is changed into or exchanged for stock or other securities of any other Person or cash or any other... property, the entity or group acting in concert acquiring or possessing the power to cast the majority of the eligible votes at a meeting of the Company's shareholders at which directors are elected, or, in the case of a capital reorganization or reclassification, the Company. View More

Acquiring Person. The Means, in connection with any Change of Control:, (i) the continuing or surviving corporation of a consolidation or merger with the Company (if other than the Company), (ii) the transferee of all or substantially all of the properties and or assets of the Company, (iii) the corporation consolidating with or merging into the Company in a consolidation or merger in connection with which the Common Stock is changed into or exchanged for stock or other securities of any other Person or cash or... any other property, (iv) the entity or group acting in concert acquiring or possessing the power to cast the majority of the eligible votes at a meeting of the Company's stockholders at which directors are elected or, (v) in the case of a capital reorganization or reclassification, reclassification described in clause (d) of the definition of Change of Control, the Company. View More

Acquiring Person. The Means, in connection with any Change of Control:, (i) the continuing or surviving corporation of a consolidation or merger with the Company (if other than the Company), (ii) the transferee of all or substantially all of the properties and or assets of the Company, (iii) the corporation consolidating with or merging into the Company in a consolidation or merger in connection with which the Common Stock is changed into or exchanged for stock or other securities of any other Person or cash or... any other property, (iv) the entity or group acting in concert acquiring or possessing the power to cast the majority of the eligible votes at a meeting of the Company's stockholders at which directors are elected or, (v) in the case of a capital reorganization or reclassification, reclassification described in clause (d) of the definition of Change of Control, the Company. View More

Acquiring Person. An "Acquiring Person" shall mean any Any person (including any "person" as such term is used in Sections subsections 13(d)(3) or 14(d)(2) of the Exchange Act Act) that, together with all Affiliates and Associates of such person, is the beneficial owner (as the term "beneficial owner" is defined under Rule rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) Act)) of 10% or more of the Company's outstanding Common Stock. common stock. The term "Acquiring Person" ... class="diff-color-red">shall does not include the Company, any majority-owned subsidiary of the Company, any employee benefit plan of the Company or a majority-owned subsidiary of the Company, or any person to the extent such person is holding Common Stock the Company's common stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 10% or more of the Common Stock Company's common stock at any time after the date of this Agreement shall agreement will continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 10% or more of the Company's outstanding Common Stock. common stock. View More

Found in ZIX CORP contract

Acquiring Person. An "Acquiring Person" shall mean any Any person (including any "person" as such term is used in Sections subsections 13(d)(3) or 14(d)(2) of the Exchange Act Act) that, together with all Affiliates and Associates of such person, is the beneficial owner (as the term "beneficial owner" is defined under Rule rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) Act)) of 10% or more of the outstanding Common Stock. The term "Acquiring Person" shall does not include the... Company, any majority-owned subsidiary of the Company, any employee benefit plan of the Company or a majority-owned subsidiary of the Company, or any person to the extent such person is holding Common Stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 10% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 10% or more of the outstanding Common Stock. View More

Acquiring Person. An "Acquiring Person" shall mean any person (including any "person" as such term is used in Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that, together with all Affiliates and Associates of such person, is the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 10% 35% or more of the outstanding Common Stock. Stock of the Company. The term... "Acquiring Person" shall not include the Company, any majority-owned subsidiary of the Company, any employee benefit plan of the Company Company, (or trust with respect thereto) or a majority-owned subsidiary of the Company, or any person to the extent such person is holding Common Stock of the Company for or pursuant to the terms of any such plan. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 10% or 35% of more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 10% 35% or more of the outstanding Common Stock. View More

Acquiring Person. Notwithstanding anything in this Agreement to the contrary, none of Pride, Newco, Parent, Merger Sub or any Affiliate or Associate of any either of them shall be deemed to be an Acquiring Person, either individually or collectively, solely by virtue of (i) the execution and delivery of the Merger Agreement or the Pride Stock Option Agreement, (ii) the conversion of shares of Common Stock into the right to receive Newco common stock and/or Pride common stock the Merger Consideration (as such... term is defined in the Merger Agreement) in accordance with Article 4 II of the Merger Agreement or (iii) the consummation of the Mergers Merger (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement. View More

Acquiring Person. Notwithstanding anything in this Agreement to the contrary, none of Pride, Newco, Merger Sub Marine, Newco or any Affiliate or Associate of any of them shall be deemed to be be, or to have become, an Acquiring Person, "Acquiring Person," either individually or collectively, solely by virtue of (i) the execution and delivery of the Merger Agreement or the Pride Stock Option Agreement, (ii) the conversion of shares of Common Stock into the right to receive Newco common stock and/or Pride common... stock Company Common Stock (as defined in the Merger Agreement) in accordance with Article 4 1 2 of the Merger Agreement Agreement, (iii) the issuance of shares of Common Stock upon the exercise of the Option (as defined in the Stock Option Agreement) granted to Marine pursuant thereto or (iii) (iv) the consummation of the Mergers Pride Merger (as such term is defined in the Merger Agreement) or any other transaction contemplated by the Merger Agreement. Agreement or the Stock Option Agreement (each of the foregoing, an "Exempt Event"). View More

Acquiring Person. Means any Any Person or group of related Persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (i) Employee or any Employee Affiliate, or (ii) the Company, (ii) any of the Company's Subsidiaries, (iii) any employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (iv) any... trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (v) any Person (including the heirs, assigns and successors thereof) who as of the date of this Agreement is a 'beneficial owner' (as defined in Rule 13d-3 under the Securities Exchange Act of 1934 (the 'Exchange Act')), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the outstanding Voting Securities of the Company. View More

Acquiring Person. Means Shall mean any Person or group of related Persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (i) Employee or any Employee Affiliate, or (ii) the Company, (ii) any of the Company's Subsidiaries, (ii) any employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (iv) any... trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. View More

Acquiring Person. Means Shall mean any Person or group of related Persons (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than (i) Employee or any Employee Affiliate, or (ii) the Company, (ii) any of the Company's Subsidiaries, (ii) any employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (iv) any... trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. View More

Acquiring Person. Any person or related person or related persons which constitute a group for purposes of Section 13(d) and Rule 13d-5 under the Securities Exchange Act of 1934 (the Exchange Act), as such Section and Rule are in effect as of the date of the Agreement; provided, however, that the term Acquiring Person does not include: (a) Corporation The Company or any of its Subsidiaries; (b) Any employee benefit plan of Corporation the Company or any of its Subsidiaries; (c) Any entity holding voting capital... stock of Corporation the Company for or pursuant to the terms of any such employee benefit plan; or (d) Any person or group solely because such person or group has voting power with respect to capital stock of Corporation the Company arising from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to the Exchange Act. View More

Acquiring Person. Any Shall mean any person or related person or related persons which constitute a group "group" for purposes of Section 13(d) and Rule 13d-5 under the Securities Exchange Act of 1934 (the Exchange Act), "Exchange Act"), as such Section and Rule are in effect as of the date of the Agreement; provided, however, that the term Acquiring Person does shall not include: (a) Corporation Epitope or any of its Subsidiaries; (b) Any employee benefit plan of Corporation Epitope or any of its Subsidiaries;... (c) Any entity holding voting capital stock of Corporation Epitope for or pursuant to the terms of any such employee benefit plan; plan, or (d) Any person or group solely because such person or group has voting power with respect to capital stock of Corporation Epitope arising from a revocable proxy or consent given in response to a public proxy or consent solicitation made pursuant to the Exchange Act. View More

Acquiring Person. An "Acquiring Person" shall mean any person (as ---------------- defined in Section 2(d)(iv)) 2(d)(iv) of this Agreement) that, together with all Affiliates and Associates of such person (as defined in Section 2(b)), person, is or becomes the beneficial owner of 20% 50% or more of the outstanding Common Stock. The term "Acquiring Person" shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, or any person holding... Common Stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 20% 50% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 20% 50% or more of the outstanding Common Stock. View More

Acquiring Person. Shall mean any Person who or which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 20% twenty percent (20%) or more of the Stock then outstanding, but does not include any Subsidiary of the Company, any employee benefit plan of the Company or of any of its Subsidiaries or any Person holding Stock for or pursuant to the terms of any such employee benefit plan.

Acquiring Person. Means that a Person, considered alone or together with all Control Affiliates and Associates of that Person, is or becomes directly or indirectly the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of securities representing at least twenty five percent (25%) (20%) of the Company's REIT's then outstanding securities entitled to vote generally in the election of the Board.

Acquiring Person. Shall mean any Person (any individual, firm, corporation or other entity) who or which, together with all Affiliates and Associates, has acquired 11 Exhibit 10.1 or obtained the right to acquire the beneficial ownership of 25% or more of the Shares then outstanding.