Acquiring Person

Acquiring Person. Shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of (i) 9.9% or more of the shares of Common Stock or (ii) Voting Securities that in the aggregate represent 9.9% or more of the Total Voting Power; provided, however, that the term "Acquiring Person" shall not include (y) the Company, any Subsidiary of the Company, any employee stock option plan or other employee benefit plan of the Company or of any Subsidiary of the... Company, or any Person or entity organized, appointed, or established by the Company for or pursuant to the terms of any such plan, or (z) Banco Santander Central Hispano, S.A. ("Santander"), its Affiliates and Associates and the Voting Trustee (as defined in the Investment Agreement and solely in its capacity as a trustee thereunder), to the extent and only to the extent that Santander or such Affiliates, Associates or Voting Trustee acquire beneficial ownership of the Common Stock (or securities convertible into or exchangeable for Common Stock) in accordance with and as permitted by the terms of the Investment Agreement, dated October 24, 2005 (the "Investment Agreement"), between the Company and Santander. View More

Acquiring Person. Shall mean any Person who or which, together with all Affiliates and Associates of such Person, without the prior approval of the Board of Directors, shall become, after the date hereof, the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) an Exempt Person, (ii) a Person who or which, together with its Affiliates and Associates, shall become the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding solely as a... result of a reduction in the number of shares of Common Stock outstanding due to a repurchase of Common Stock by the Company, unless such Person shall thereafter purchase or otherwise become the Beneficial Owner of additional shares of Common Stock representing 1% of the shares of Common Stock then outstanding, or (iii) any Person that would not otherwise be a 15% Stockholder but for its Beneficial Ownership of Rights. Notwithstanding the foregoing, if 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, 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), then such Person shall not be deemed to be an "Acquiring Person" for any purposes of this Agreement. View More

Acquiring Person. Shall mean any Person, other than Genco Shipping & Trading Limited and its Affiliates or their respective employee benefit plans or any trustee of any such plan, Peter C. Georgiopoulos, or any Person who acquires Voting Stock through a Permitted Offer, who or which, together with all Affiliates and Associates of such Person, shall be a 15% Beneficial Owner. Notwithstanding the foregoing, no Person shall be deemed to be an "Acquiring Person" as the result of an acquisition of shares of Voting... Stock by the Company which, by reducing the number of shares of Voting Stock outstanding, increases the proportionate number of shares of Voting Stock beneficially owned by such Person to cause such Person to become a 15% Beneficial Owner; provided, however, that a Person who (a) becomes a 15% Beneficial Owner by reason of Voting Stock purchases by the Company and (b) then after such Voting Stock purchases by the Company, becomes the Beneficial Owner of an additional 1% of the outstanding shares of any class of Voting Stock of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Voting Stock in shares of Voting Stock or pursuant to a split or subdivision of the outstanding shares of Voting Stock), such Person shall be deemed to be an "Acquiring Person" unless upon becoming the Beneficial Owner of such additional shares of Voting Stock of the Company such Person does not become a 15% Beneficial Owner. Notwithstanding the foregoing, if the Board determines in good faith that a Person who would otherwise be an "Acquiring Person," as defined herein, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of the shares of Voting Stock that would otherwise cause such Person to be an "Acquiring Person," as defined herein, or (B) such Person was aware of the extent of the shares of Voting Stock it beneficially owned but had no actual knowledge of the consequences of such beneficial ownership under this Agreement) and without any intention of changing or influencing control of the Company, and if such Person divested or divests as promptly as practicable a sufficient number of shares of Voting Stock so that such Person would no longer be an "Acquiring Person," as defined herein, then such Person shall not be deemed to be or to have become an "Acquiring Person" for any purposes of this Agreement. View More

Acquiring Person. (i) any Person other than the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, and (ii) all members of a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934) of which any Person described in clause (i) is a member with respect to the Company's securities.

Acquiring Person. Any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan maintained by the Company or any of its Subsidiaries or any trustee or fiduciary with respect to such plan acting in such capacity) that shall be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding; provided, however, that the term "Acquiring Person" shall not include an Exempt Person. Notwithstanding the foregoing, if a majority of the Independent Directors determines in... good faith that a Person who would otherwise be an Acquiring Person has become such inadvertently and without any intention of changing or influencing control of the Company, and if such Person divests himself or itself as promptly as practicable of a sufficient number of such shares of Common Stock so that such Person would no longer be the Beneficial Owner of that percentage of shares which would otherwise result in him or it being an Acquiring Person, then such Person shall not be deemed to be or to have become an Acquiring Person for any purposes of this Agreement. A majority of the Independent Directors may make all determinations of fact and intent necessary for purposes of the preceding exception so long as made by them in good faith. View More

Acquiring Person. Will mean a "person" or "group" within the meaning of Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Acquiring Person will exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any Person owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Acquiring Person. The definition of "Acquiring Person" as set forth in Section 1.1 of the Rights Agreement is hereby amended by adding the following paragraph to the end of Section 1.1: Notwithstanding the foregoing, Competitive Media Reporting, LLC and WPP Luxembourg will not become an "Acquiring Person" (i) as a result of the acquisition by Competitive Media Reporting, LLC of Common Shares pursuant to the Asset Purchase Agreement entered into on October 8, 2014 and the subsequent transfer of Common Shares to... WPP Luxembourg, (ii) as a result of the acquisition by WPP Luxembourg of Common Shares pursuant to the Stock Purchase Agreement entered into on October 8, 2014, or (iii) as a result of the acquisition by Competitive Media Reporting, LLC and WPP Luxembourg from time to time of additional Common Shares in the secondary market or otherwise in an amount such that (after giving effect to any such purchases) Competitive Media Reporting, LLC and WPP Luxembourg beneficially own no more than 20% of the then outstanding Common Shares. View More

Acquiring Person. Shall have the meaning set forth in the Note Issuance Agreement.

Acquiring Person. Any Person other than (i) 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, (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 any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) who or which, together with all Affiliates and Associates of such person, is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities, but shall not include the Company, or any... subsidiary of the Company. View More