Acquiring Person. Shall mean (i) any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter, defined) of such Person, shall become the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding or (ii) any Person who is an Adverse Person (as such term is hereinafter defined); provided, however, that 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) 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 such Person to 15% or more of the Common Stock of the Company then outstanding; provided, however, that if a 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 the Beneficial Owner of any additional shares of Common Stock, then such Person shall be deemed to be an "Acquiring Person," or (ii) 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 paragraph (a), has become such inadvertently, and 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).
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Acquiring Person.
Shall mean (i) any Person
(as such term is hereinafter defined) (other than the Company, any Related Person 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.
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Acquiring Person.
Shall 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.
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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.
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Acquiring Person.
Shall shall mean
(i) any Person
(as such term is hereinafter defined) who or
which, that, together with all Affiliates and Associates
(as such terms are hereinafter, defined) of such Person,
without the prior written approval of the Board, shall
become be the Beneficial Owner
(as such term is hereinafter defined) of 15% or more of the
shares of Common
Stock Shares then
outstanding or (ii) any Person who is an Adverse Person (as such outstanding. Notwithstanding the foregoing, (A) the term
is... hereinafter defined); provided, however, that an Acquiring Person shall not include (i) the Company, 1. (ii) any Subsidiary (as such term is hereinafter defined) of the Company or Company, (iii) any employee benefit or compensation plan of the Company or of any Subsidiary of the Company, or (iv) any entity holding shares of Common Stock Shares for or pursuant to the terms of any such plan. Notwithstanding employee benefit or compensation plan of the foregoing, Company or any Subsidiary of the Company, or (v) any Person who or that, together with all Affiliates and Associates of such Person, is the Beneficial Owner of 15% or more of the Common Shares outstanding as of the date of this Agreement until such time after the date of this Agreement that such Person, together with all Affiliates and Associates of such Person, shall become the Beneficial Owner of any additional Common Shares (other than by means of a dividend made by the Company on the Common Shares outstanding or pursuant to a split, subdivision or other reclassification of the Common Shares undertaken by the Company) and shall then beneficially own more than 15% of the Common Shares then outstanding, and (B) no Person shall be deemed to be become an "Acquiring Person" either (i) (x) as the result of an acquisition of Common Stock Shares by the Company which, that, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned beneficially owned by such Person to 15% or more of the Common Stock of the Company Shares then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the Common Stock Shares then outstanding by reason of share purchases by the Company and shall, after following written notice from, or public disclosure by, the Company of such share purchases by the Company, become the Beneficial Owner of any additional shares Common Shares without the prior written approval of the Board (other than by means of a dividend made by the Company on the Common Stock, Shares outstanding or pursuant to a split, subdivision or other reclassification of the Common Shares undertaken by the Company) and shall then be the Beneficial Owner of more than 15% of the Common Shares then outstanding, then such Person shall be deemed to be an "Acquiring Person," (y) as the result of the acquisition of Common Shares directly from the Company, provided, however, that if a Person shall become the Beneficial Owner of 15% or (ii) more of the Common Shares then outstanding by reason of Common Share acquisitions directly from the Company and shall, after that date, become the Beneficial Owner of any additional Common Shares without the prior written approval of the Board (other than by means of a dividend made by the Company on the Common Shares outstanding or pursuant to a split, subdivision or other reclassification of the Common Shares undertaken by the Company) and shall then beneficially own more than 15% of the Common Shares then outstanding, then such Person shall be deemed to be an "Acquiring Person" or (z) 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 paragraph (a), Section 1(b), has become such inadvertently, inadvertently (including, without limitation, because (1) such Person was unaware that it beneficially owned 15% or more of the Common Shares then outstanding or (2) such Person was aware of the extent of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and had no intention of obtaining, changing or influencing the control of the Company, and such Person divests divests, as promptly as practicable (as determined in good faith by the Board), following receipt of written notice from the Company of such event, of Beneficial Ownership of a sufficient number of shares of Common Stock Shares so that such Person would no longer be an "Acquiring Person," Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph (a). Section 1(b), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement; provided, however, that if such Person shall again become the Beneficial Owner of 15% or more of the Common Shares then outstanding, such Person shall be deemed an "Acquiring Person," subject to the exceptions set forth in this Section 1(b). Notwithstanding anything in this Agreement to the contrary, neither 2. Parent nor Merger Sub (or any of Parent or Merger Sub's Affiliates or Associates) shall be or become an "Acquiring Person" by reason of, and the term "Acquiring Person" shall not include Parent or Merger Sub (or any Affiliates or Associates of Parent or Merger Sub) by reason of, (i) the approval, execution and/or delivery of the Merger Agreement or the approval, execution and/or delivery of any amendment thereto, (ii) the approval, execution and/or delivery of any of the Support Agreements or the approval, execution and/or delivery of any amendment to any of such Support Agreements, (iii) the approval, execution and/or delivery of any other contract or instrument in each case entered into by the Company in connection with the Merger Agreement or the Support Agreements or the approval, execution and/or delivery of any amendment thereto, (iv) the Merger of Merger Sub with and into the Company pursuant to, and on the terms and subject to the conditions set forth in, the Merger Agreement, (v) the consummation of the Merger or any other transactions contemplated by the Merger Agreement, the Support Agreements or the contracts or other instruments referred to in clause (iii) above (the Merger Agreement, the Support Agreements and such other contracts and instruments are collectively referred to in this Agreement as the "Merger Transaction Agreements"), or (vi) the announcement of any of the Merger Transaction Agreements, the Merger or any other transactions contemplated by the Merger Transaction Agreements, or the announcement of any consummation thereof.
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Acquiring Person.
Shall shall mean
(i) any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are
hereinafter, hereinafter defined) of such Person, shall
become be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the
shares of Common
Stock Shares then
outstanding or (ii) any Person who is an Adverse Person (as such term is hereinafter defined); provided, however, that an Acquiring Person outstanding, but shall not
... include the Company, any Subsidiary (as such term is hereinafter defined) of the Company or Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity holding shares of Common Stock Shares for or pursuant to the terms of any such plan, or any trustee, administrator or fiduciary of such a plan. Notwithstanding the foregoing, no Person who, at the close of business on the date hereof, shall be the Beneficial Owner of 15% or more of the Common Shares then outstanding shall be deemed an "Acquiring Person"; provided, however, that if a Person is, at the close of business on the date hereof, the Beneficial Owner of 15% or more of the Common Shares then outstanding and shall thereafter become the Beneficial Owner of additional Common Shares at any time that the Person is or thereby becomes the Beneficial Owner of 15% or more of the Common Shares then outstanding (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed to be an "Acquiring Person"; and no Person shall become an "Acquiring Person" either (i) as the a result of an acquisition of Common Stock Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned beneficially owned by such Person to 15% or more of the Common Stock of the Company Shares then outstanding; provided, however, that if a Person shall would, but for the foregoing, become the Beneficial Owner of 15% or more of the Common Stock then outstanding an Acquiring Person by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares Common Shares at any time that the Person is or thereby becomes the Beneficial Owner of 15% or more of the Common Stock, Shares then outstanding (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person), then such Person shall be deemed to be an "Acquiring Person," or (ii) 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," 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 a sufficient number of shares of Common Stock Shares 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; provided that any such Person shall cease to qualify for the exclusion from the definition of "Acquiring Person" contained in this paragraph (a). from and after such time (if any) as the Person shall subsequently become the Beneficial Owner of any additional Common Shares at any time that the Person is or thereby becomes the Beneficial Owner of 15% or more of the Common Shares then outstanding (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person), unless the Person independently meets the conditions set forth in this paragraph with respect to the circumstances relating to the Person becoming the Beneficial Owner of 15% or more of the Common Shares then outstanding.
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Acquiring Person.
Shall 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) or a Grandfathered Person (as such term is hereinafter defined); provided further that a Grandfathered Person shall become an Acquiring Person if a Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, becomes the Beneficial Owner of the greater of (x) 20% or more of the Company's Common Stock and (y) such percentage of the Company's Common Stock as such Grandfathered Person owns on the date hereof plus five percent (5%) of the Company's Common Stock; provided, that a Grandfathered Person shall not become an Acquiring Person solely by reason of a reduction of the number of shares of outstanding Common Stock. 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.
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Acquiring Person.
Shall shall mean
(i) any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are
hereinafter, hereinafter defined) of such Person, shall
become be the Beneficial Owner (as such term is hereinafter defined) of
15% 12.5% or more of the
shares Common Shares of
Common Stock the Company then
outstanding or (ii) outstanding, but shall not include any
Person who is an Adverse Exempt Person (as such term is hereinafter
defined);... provided, however, that 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. defined). Notwithstanding the foregoing, no Person shall be deemed to be become an "Acquiring Person" either (i) as the result of an acquisition of Common Stock Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned beneficially owned by such Person to 15% 12.5% or more of the Common Stock Shares of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% 12.5% or more of the Common Stock Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares Common Shares of the Company (other than an acquisition that does not directly or indirectly increase the proportionate share of the Common Stock, Shares of the Company beneficially owned by such Person), then such Person shall be deemed to be an "Acquiring Person," or (ii) 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," Person", as defined pursuant to the foregoing provisions of this paragraph (a), has become such inadvertently, and such Person divests as promptly as practicable 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). (a), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement.
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Acquiring Person.
Shall 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.
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Acquiring Person.
Shall 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, shall
become be the Beneficial Owner (as such term is hereinafter defined) of
15% or more
than 20% of the
shares of Common
Stock then outstanding or (ii) any Person who is an Adverse Person Shares (as such term is hereinafter
defined); provided, however,... that an Acquiring Person defined) then outstanding, but shall not include (a) the Company, (b) any Subsidiary (as such term is hereinafter defined) of the Company Company, or (c) any employee benefit plan or compensation arrangement of the Company or of any Subsidiary of the Company, or any entity holding shares of Common Stock for or pursuant Company (the Persons described in clauses (a) through (c) above are referred to the terms of any such plan. herein as "Exempt Persons"). Notwithstanding the foregoing, no Person shall be deemed to be become an "Acquiring Person" either (i) as the result of an acquisition of Common Stock by the Company of Common Shares which, by reducing the number of shares Common Shares outstanding, increases the proportionate number of shares Beneficially Owned Common Shares beneficially owned by such Person to 15% or more than 20% of the Common Stock of the Company Shares then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more than 20% of the Common Stock Shares then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional shares (other than pursuant to a stock split, stock dividend or similar transaction) of Common Stock, Shares and immediately thereafter be the Beneficial Owner of more than 20% of the Common Shares then outstanding, then such Person shall be deemed to be an "Acquiring Person," or (ii) Person." In addition, notwithstanding the foregoing, a Person shall not be an "Acquiring Person" 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 paragraph (a), Section 1.1, has become such inadvertently, and such Person divests as promptly as practicable (or within such period of time as the Board of Directors determines is reasonable) a sufficient number of shares of Common Stock of the Company so that such Person person would no longer be an "Acquiring Person," as defined pursuant to the foregoing provisions of this paragraph (a). Section 1.1. Furthermore, no person who is a stockholder of the Company prior to the completion of the Company's Initial Public Offering will be an Acquiring Person unless such person is the Beneficial Owner of both (i) more than 20% of the Common Shares then outstanding and (ii) a greater percentage of the outstanding Common Shares than the percentage held by such person immediately after the completion of the Initial Public Offering. The preceding two paragraphs shall apply, mutatis mutandi, to such persons after taking into account the preceding sentence.
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Acquiring Person.
Shall 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, shall
become be the Beneficial Owner (as such term is hereinafter defined) of
15% thirty-five percent (35%) or more of the shares of Common Stock then
outstanding or (ii) any Person who is an Adverse Person (as such term is hereinafter defined); provided,... however, that an Acquiring Person outstanding, but shall not include (i) the Company, (ii) any Subsidiary (as such term is hereinafter defined) of the Company or Company, (iii) any employee benefit plan or employee stock plan of the Company or of any Subsidiary of the Company, (iv) any dividend reinvestment plan of the Company, or (v) any Person or entity holding shares of Common Stock organized, appointed, or established by the Company for or pursuant to the terms of any such plan. employee benefit, employee stock or dividend reinvestment plans. Notwithstanding the foregoing, no Person shall be deemed to be become an "Acquiring Person" either (i) 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 beneficially owned by such Person to 15% thirty-five percent (35%) or more of the Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% thirty-five percent (35%) or more of the Common Stock of the Company, then outstanding by reason of share purchases by the Company such an acquisition and shall, after such share purchases by the Company, acquisition, become the Beneficial Owner of any additional shares of Common Stock, then such Person shall be deemed to be an "Acquiring Person," or (ii) Person." In addition, 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 paragraph (a), Paragraph (A), has become such inadvertently, and 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," Person" as defined pursuant to the foregoing provisions of this paragraph (a). Paragraph (A), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement.
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