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 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% or more of the outstanding Common Stock. The term "Acquiring Person" shall 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 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
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. 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%) of the Company's then outstanding securities entitled to vote generally in the election of the Board.
Acquiring Person. 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 fifty percent (25%) (50%) of the Company's then outstanding securities entitled to vote generally in the election of the Board.
Acquiring Person. 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 fifty percent (25%) (50%) of the Company's then outstanding securities entitled to vote generally in the election of the Board.
Acquiring Person. 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 fifty percent (25%) (50%) of the Company's then outstanding securities entitled to vote generally in the election of the Board.
Acquiring Person. Shall mean 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 term is hereinafter defined) of such Person shall be the Beneficial Owner (as such term is hereinafter defined) of fifteen percent (15%) or more of the outstanding Common Stock 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 solely as a result of a reduction of the number of shares of outstanding Common Stock, including repurchases of outstanding shares of Common Stock by the Company, which reduction increases the percentage of outstanding shares of Common Stock Beneficially Owned by such Person, provided, 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 a reduction of the number of shares of outstanding Common Stock, and shall thereafter become the Beneficial Owner of any additional shares of Common Stock of the Company, then such Person shall be deemed to be an Acquiring Person unless upon the consummation of the acquisition of such additional shares of Common Stock such person does not own 15% or 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 determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a), has become such 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), 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 Any Person, other than Oaktree Capital Management, LLC and its related entities, Peter C. Georgiopoulos, or 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 term is hereinafter defined) of such Person shall be the Beneficial Owner (as such term is hereinafter defined) of fifteen percent (15%) or more of the outstanding acquires Common Stock of the Company, without the prior... approval of the Board of Directors; provided, however, that in no event shall through a Person Permitted Offer, 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 solely as a result of a reduction of the number of shares of outstanding Common Stock, including repurchases of outstanding shares of Common Stock by the Company, which reduction increases the percentage of outstanding shares of Common Stock Beneficially Owned by such Person, provided, further, that if a Person shall become be the Beneficial Owner of 15% or more of the Company's outstanding shares of Common Stock then outstanding solely outstanding, but shall not include the Company, any Subsidiary 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 as the result of an acquisition of shares of Common Stock by reason of a reduction of the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the shares of Common Stock of the Company then outstanding; provided, however, that a Person who (i) becomes the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding Common Stock, by reason of share purchases by the Company and shall thereafter become (ii) then after such share purchases by the Company, becomes the Beneficial Owner of any additional shares of Common Stock of the Company, then Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock), such Person shall be deemed to be an Acquiring Person unless upon becoming the consummation of the acquisition Beneficial Owner of such additional shares of Common Stock of the Company such person Person does not beneficially own 15% or more of the shares of Common Stock of the Company then outstanding. An Acquiring Person shall not include an Exempt Person (as such term is hereinafter defined). Notwithstanding the foregoing, (i) if (i) either (X) the Company's Board of Directors 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), herein, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it Beneficially Owned beneficially owned a percentage of the shares of Common Stock that would otherwise cause such Person to be an Acquiring Person "Acquiring Person," as defined herein, or (B) such Person was aware of the extent of its Beneficial Ownership the shares of Common Stock it beneficially owned but had no actual knowledge of the consequences of such Beneficial Ownership 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, and if such Person certifies in writing that such Person acquired Beneficial Ownership of 15% divested 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), herein, then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Rights Agreement. Agreement; and (ii) if, as of the date hereof, any Person is the Beneficial Owner of 15% or more of the shares of Common Stock outstanding, such Person shall not be or become an "Acquiring Person," as defined herein, unless and until such time as such Person shall become the Beneficial Owner of additional shares of Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock), unless, upon becoming the Beneficial Owner of such additional shares of Common Stock, such Person is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding. 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 or any of its Subsidiaries; (b) Any employee benefit plan of Corporation or any of its Subsidiaries; (c) Any entity holding voting capital stock of Corporation 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 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 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 Person (other than the Company, any Related Person or any Exempt Person) who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of 4.99% or more of the then-outstanding Common Shares; provided, however, that (i) any Person who would otherwise constitute an Acquiring Person as of 4:00 p.m., New York City time, on the date of this Agreement (the "Effective Time") will not be deemed to be an Acquiring Person for any purpose of this... Agreement 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 (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 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 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 solely as a result of an Exempt Transaction 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, 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" as defined pursuant to the foregoing provisions of this Section 1(a), has become such 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 Common Shares so that such Person is not or would no longer be an "Acquiring Person" as defined pursuant to the foregoing provisions of this 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. Any Person (other than the Company, any Related Person or any Exempt Person) who or which, together with all Affiliates and Associates of such Person, is or becomes the Board of Directors of the Company knows to be the Beneficial Owner of 4.99% 4.9% or more (but less than 50%) of the then-outstanding Common Shares; provided, however, that (i) any Person who would otherwise constitute qualify as an Acquiring Person as of 4:00 p.m., New York City time, the Close of Business on April 8, 2016 or... any Person who has ceased to be an Exempt Person as of a particular date by determination of the date Company's Board of this Agreement (the "Effective Time") Directors will not be deemed to be an Acquiring Person for any purpose of this Agreement on and after such date unless and until such time as (A) such Person or any Affiliate or Associate of such Person thereafter becomes becomes, to the knowledge of the Board, the Beneficial Owner of any additional 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 Shares are treated equally, or (B) any other Person who is the Board of Directors of the Company knows to be the Beneficial Owner of any Common Shares becomes thereafter becomes, to the knowledge of the Board of Directors of the Company, an Affiliate or Associate of such Person, Person (such percentage subject to downward adjustment if the Company's Board of Directors, in its sole discretion, determines that such percentage increase will jeopardize or endanger the availability to the Company of its NOLs), provided that the foregoing exclusion in this clause (i) shall cease to apply with respect to any Person at such time as such Person, together with all Affiliates and Associates of such Person, ceases to Beneficially Own 4.99% 4.9% or more of the then-outstanding Common Shares, Shares and (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 becomes, to the knowledge of the Board of Directors of the Company, 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 any Common Shares thereafter becomes becomes, to the knowledge of the Board of Directors, 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 solely as a result of an Exempt Transaction 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, 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. Person. Notwithstanding the foregoing, if (1) the Board of Directors of the Company determines may, in good faith its discretion, determine that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this Section 1(a), has become such 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 Common Shares so that such Person is not or would no longer be an "Acquiring Person" as defined pursuant to the foregoing provisions of this Section 1(a), then such Person shall not be deemed to be an "Acquiring Person" Acquiring Person for purposes hereof for a period of up to five Business Days after the Board of Directors of the Company shall have first received actual notice of the change of Beneficial Ownership described in the preceding sentence. Any knowledge of the Board of Directors of the Company referred to in this paragraph as to the Beneficial Ownership of any purposes Person may be based on filings with the SEC and other public statements or disclosures by such Person, and the Board of this Agreement. Directors shall not have any duty to make any further inquiry into the accuracy of such filings, statements and disclosures. View More
Acquiring Person. Notwithstanding anything in this Agreement to the contrary, Parent and each stockholder, Affiliate and Associate of Parent shall be deemed not to be an Acquiring Person for any purposes under this Agreement notwithstanding (i) the execution or delivery of the Merger Agreement, (ii) the announcement of the Merger, the Offer, or the Top-Up Option, or (iii) the consummation of the Merger or of the other transactions with Parent or any of its Affiliates contemplated by the Merger Agreement,... including the Offer and the Top-Up Option.View More
Acquiring Person. Shall mean any Person other than (i) the Corporation, (ii) any of the Corporation's Subsidiaries, (iii) any employee benefit plan of the Corporation or of a Subsidiary of the Corporation or of a corporation owned directly or indirectly by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, or (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a Subsidiary of the... Corporation or of a corporation owned directly or indirectly by the shareholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation.View More
Acquiring Person. Any Person (other than any Exempt Person) that has become, in itself or together with all Affiliates of such Person, the Beneficial Owner of 4.90% or more of the shares of Common Stock then outstanding; provided, however, that, subject to the following sentence, any Existing Holder (as defined below) will not be deemed to be an Acquiring Person for any purpose of this Plan on and after the date on which the adoption of this Plan is first publicly announced; provided, further, that a Person will... not be deemed to have become an Acquiring Person solely as a result of (i) a reduction in the number of shares of Common Stock outstanding, (ii) the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees, (iii) any unilateral grant of any security by the Company or any issuance by the Company of shares of its capital stock to such Person, or (iv) an Exempt Transaction.View More
Acquiring Person. Any Person (other than the Company or any Related Person) who or which, together with all Affiliates and Associates of such Person, is or becomes the Beneficial Owner of (i) 20% or more of the then-outstanding Common Shares or (ii) 20% or more of the then-outstanding Class B Common Shares; provided, however, that 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 or Class B 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 additional Common Shares or Class B Common Shares representing 1% or more of the then-outstanding Common Shares or Class B Common Shares, as the case may be, 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 or Class B Common Shares, as the case may be, are treated equally, or (B) any other Person who is the Beneficial Owner of Common Shares or Class B Common Shares representing 1% or more of the then-outstanding Common Shares or Class B Common Shares, as the case may be, thereafter becomes an Affiliate or Associate of such Person. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person who would otherwise be an "Acquiring Person" as defined pursuant to the foregoing provisions of this 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 Common Shares or Class B Common Shares, as the case may be, so that such Person would no longer be an "Acquiring Person" as defined pursuant to the foregoing provisions of this 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. 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 of 10% or more of the outstanding Common Stock.
