Adverse Person. Shall mean any Person declared to be an Adverse Person by the Board of Directors of the Company upon a determination that such Person, alone or together with its Affiliates and Associates, has, at any time after the date of this Agreement, become the Beneficial Owner of an amount of Common Stock which the Board of Directors of the Company determines to be substantial (which amount shall be more than 10% of the shares of Common Stock then outstanding) and a determination by at least a majority... of the Board of Directors who are not officers of the Company, after reasonable inquiry and investigation, including consultation with such Persons as such directors shall deem appropriate, that (i) such beneficial ownership by such Person is intended to cause the Company to repurchase the Common Stock beneficially owned by such Person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such Person with short-term financial gain under circumstances where the Board of Directors determines that the best long-term interests of the Company and its shareholders would not be served by taking such action or entering into such transactions or series of transactions at that time, or (ii) such beneficial ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the Company's ability to maintain its competitive position) on the business or prospects of the Company.View More
