Beneficial Owner

Example Definitions of "Beneficial Owner"
Beneficial Owner. A Person shall be deemed a "Beneficial Owner" of any securities: (i) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be... deemed the "Beneficial Owner" of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the "Beneficial Owner" of any security under this clause (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or any of such Person's Affiliates or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause (ii) above) or disposing of any voting securities of the Company; provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the "Beneficial Owner" of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. 4 View More Arrow
Found in Aqua America contract
View All 48 Variations
Beneficial Owner. A Person shall be deemed a the "Beneficial Owner" of any securities: securities (i) that which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; (ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether (other than customary... agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), whether or not in writing) writing, or upon the exercise of conversion rights, exchange rights, rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of Beneficial Owner of, or to "beneficially own," securities tendered pursuant to a tender or exchange offer made by such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has (B) the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), Act, or any comparable or successor rule), including without limitation pursuant to any agreement, arrangement or understanding, whether understanding (whether or not in writing; writing); provided, however, that a Person shall not be deemed the "Beneficial Owner" of Beneficial Owner of, or to "beneficially own", any security under this clause (ii) as a result of an oral or written securities if the agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) (1) arises solely from a revocable proxy or consent given in response to a public proxy or consent solicitation 2 made pursuant to, and in accordance with, the applicable provisions rules and regulations of the General Rules Exchange Act and Regulations under the Exchange Act, and (B) (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or or any of such Person's Affiliates or Associates) Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy except as described in the proviso to clause (B) of subparagraph (ii) above) of this Section 1(c) or disposing of any voting securities of the Company; provided, however, that nothing in this definition no Person who is an officer, director or employee of an Exempt Person shall cause a Person engaged in business be deemed, solely by reason of such Person's status or authority as an underwriter of securities such, to be the "Beneficial Owner" Beneficial Owner of, to have "beneficial ownership" of or to "beneficially own" any securities acquired through such Person's participation that are "beneficially owned" (as defined in good faith this Section 1(c)), including, without limitation, in a firm commitment underwriting until fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person. For all purposes of this Rights Agreement, any calculation of the expiration number of forty days after shares of Common Stock outstanding at any particular time, including any calculation for purposes of determining the particular percentage of such outstanding shares of Common Stock of which any Person is the Beneficial Owner, shall be made in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act as in effect on the date of such acquisition. 4 hereof. View More Arrow
Found in MATTSON TECHNOLOGY INC contract
Beneficial Owner. A Person shall be deemed a the "Beneficial Owner" of and shall be deemed to "Beneficially Own" any securities: (i) that (a) which such Person or any of such Person's Affiliates or Associates, Associates beneficially owns, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Rule 13d-3 thereunder (or any comparable or successor law or regulation); (b) which such Person or any of such Person's Affiliates or Associates has (i) the right to acquire (whether such right is... exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, rights (other than the Rights), warrants or options, or otherwise; provided, however, that a Person shall not be deemed pursuant to this subsection (b)(i) to be the "Beneficial Owner" of Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange; (ii) that such exchange, or (B) securities which a Person or any of such Person's Affiliates or Associates, directly Associates may be deemed to have the right to acquire pursuant to any merger or indirectly, other acquisition agreement between the Company and such Person (or one or more of its Affiliates or Associates) if such agreement has been approved by the Board prior to there being an Acquiring Person; or (ii) the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; understanding; provided, however, that a Person shall not be deemed the "Beneficial Owner" of Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an oral or written subsection (b)(ii) if 2 the agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions rules and regulations of the General Rules and Regulations under the Exchange Act, Act and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that (c) which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person (or or any of such Person's Affiliates or Associates) Associates has any agreement, arrangement or understanding (whether understanding, whether or not in writing) writing (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the extent contemplated by the proviso to clause (ii) subsection (b)(2) above) or disposing of any voting securities of the Company; provided, however, that nothing in this definition no case shall cause a Person engaged in business as an underwriter officer or director of securities to the Company be deemed (x) the "Beneficial Owner" Beneficial Owner of any securities acquired through beneficially owned by another officer or director of the Company solely by reason of actions undertaken by such Person's participation persons in good faith their capacity as officers or directors of the Company or (y) the Beneficial Owner of securities held of record by the trustee of any employee benefit plan of the Company or any Subsidiary of the Company for the benefit of any employee of the Company or any Subsidiary of the Company, other than the officer or director, by reason of any influence that such officer or director may have over the voting of the securities held in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. 4 plan. View More Arrow
Found in Baltic Trading Ltd contract
Beneficial Owner. A Person Of and shall be deemed a "Beneficial Owner" of to "beneficially own" any securities: (i) that which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly; (ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in... writing) understanding, or upon the exercise of 2. conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the "Beneficial Owner" of of, or to "beneficially own," securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for payment, purchase purchase; or exchange; (ii) that such Person or any of such Person's Affiliates or Associates, directly or indirectly, has (B) the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; understanding; provided, however, that a Person shall not be deemed the "Beneficial Owner" of of, or to "beneficially own," any security under this clause (ii) (B) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) (1) arises solely from a revocable proxy given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions rules and regulations of the General Rules Exchange Act and Regulations under the Exchange Act, and (B) (2) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or (iii) that which are beneficially owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such 3. Person (or or any of such Person's Affiliates or Associates) Associates has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause (B) of subparagraph (ii) above) of this paragraph (b)} or disposing of any voting securities of the Company; provided, however, that nothing in this definition shall cause a Person engaged in business as an underwriter of securities to be the "Beneficial Owner" of any securities acquired through such Person's participation in good faith in a firm commitment underwriting until the expiration of forty days after the date of such acquisition. 4 Principal. View More Arrow
Found in SOUTHERN UNION CO contract
View Variations (48) Arrow
Beneficial Owner. Shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.
Found in SANTARUS INC contract
View All 10 Variations
Beneficial Owner. Shall Beneficial Owner shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act; Act of 1934, as amended; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity. entity or (ii) the Company's board of directors approving a sale of securities by the Company to such Person.
Found in Ra Medical Systems, Inc. contract
Beneficial Owner. Shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act; Act of 1934, as amended; provided, however, that Beneficial Owner "Beneficial Owner" shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger of the Company with another entity. entity or (ii) the Company's board of directors approving a sale of securities by the Company to such Person.
Found in CYAN INC contract
Beneficial Owner. Shall have the meaning given to such term in Rule 13d-3 issued under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.
Found in GRUBB & ELLIS CO contract
View Variations (10) Arrow
Beneficial Owner. The meaning ascribed to such term in Rule 13d-3 under the Exchange Act
Found in iFit Health & Fitness Inc contract
View All 9 Variations
Beneficial Owner. The Has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act Act.
Found in Southeastern Grocers, Inc. contract
Beneficial Owner. The Shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act
Found in FIRST US BANCSHARES INC contract
Beneficial Owner. The Has the meaning ascribed to such term in Rule 13d-3 under the Exchange Act Act.
Found in Lionheart Acquisition Corp. II contract
View Variations (9) Arrow
Beneficial Owner. Shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
Found in EPL OIL & GAS, INC. contract
View All 7 Variations
Beneficial Owner. Shall The terms "Beneficial Owner" and "Beneficial Ownership" shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
Found in Silver Eagle Acquisition Corp. contract
Beneficial Owner. Shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
Found in FORUM ENERGY TECHNOLOGIES, INC. contract
Beneficial Owner. Shall have the meanings The meaning set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.
Found in WebMD Health Corp. contract
View Variations (7) Arrow
Beneficial Owner. Shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
Found in Barnes Group Inc. contract
View All 7 Variations
Beneficial Owner. Shall have the The meaning set forth in Rule 13d-3 under the Exchange Act. Act
Found in Booking Holdings Inc contract
Beneficial Owner. Shall have the The meaning set forth in Rule 13d-3 under the Exchange Act.
Found in Clean Harbors Inc contract
Beneficial Owner. Shall have the The meaning set forth in Rule 13d-3 under the Exchange Act. Act
Found in Dana Incorporated contract
View Variations (7) Arrow
Beneficial Owner. Has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The... terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning. View More Arrow
Found in PRENTISS PROPERTIES TRUST contract
View All 6 Variations
Beneficial Owner. Has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange 1934 Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange 1934 Act), such "person" shall will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after upon the ... class="diff-color-red">passage occurrence of time. a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" will have a corresponding meaning. correlative meanings. View More Arrow
Found in FOREST LABORATORIES INC contract
Beneficial Owner. Has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange 1934 Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange 1934 Act), such "person" shall will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after upon the ... class="diff-color-red">passage occurrence of time. a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" will have a corresponding meaning. correlative meanings. View More Arrow
Found in AMERICAN FIBER SYSTEMS HOLDING CORP contract
Beneficial Owner. Has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange 1934 Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange 1934 Act), such "person" shall will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after upon the ... class="diff-color-red">passage occurrence of time. a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" will have a corresponding meaning. correlative meanings. View More Arrow
Found in AMERICAN FIBER SYSTEMS HOLDING CORP contract
View Variations (6) Arrow
Beneficial Owner. Shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
Found in BUREAU OF NATIONAL AFFAIRS INC contract
View All 5 Variations
Beneficial Owner. Shall have the The meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. amended (the "Exchange Act")
Found in COMMUNITY FIRST INC contract
Beneficial Owner. Shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. 1934.
Found in Vanda Pharmaceuticals Inc. contract
Beneficial Owner. Shall have Has the meaning set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.
Found in SAFECO CORP contract
View Variations (5) Arrow
Beneficial Owner. The meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commission's Rules and Regulations under the Securities Exchange Act of 1934
Found in Generations Bancorp NY, Inc. contract
View All 5 Variations
Beneficial Owner. The meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commission's SEC's Rules and Regulations under the Securities Exchange Act of 1934
Found in HOPFED BANCORP INC contract
Beneficial Owner. The Shall have the meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commission's SEC's Rules and Regulations under the Securities Exchange Act of 1934
Found in FIRST FINANCIAL CORP contract
Beneficial Owner. The meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commission's Rules and Regulations promulgated under the Securities Exchange Act of 1934
Found in William Penn Bancorporation contract
View Variations (5) Arrow
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.
Found in SOUTHERN CALIFORNIA EDISON CO contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. amended (the "Exchange Act").
Found in NATIONAL TECHNICAL SYSTEMS INC contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. amended (the "Exchange Act").
Found in NATIONAL TECHNICAL SYSTEMS INC contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. Act.
Found in TOLLGRADE COMMUNICATIONS INC contract
View Variations (3) Arrow
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.
Found in LYRIS, INC. contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934 and any successor to such Rule.
Found in DDD ENERGY, INC. contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934 and any successor to such Rule.
Found in DDD ENERGY, INC. contract
Beneficial Owner. Shall have the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934 and any successor to such Rule.
Found in DDD ENERGY, INC. contract
View Variations (3) Arrow
All Definitions