Exchange Act Person

Exchange Act Person. Means any natural person, Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that "Exchange Act Person" shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an... offering of such securities, (iv) an Entity 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 natural person, Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities. View More

Exchange Act Person. Means any natural person, Entity or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that Exchange Act Person shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to an offering... of such securities, (iv) an Entity 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 natural person, Entity or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities. Unless otherwise provided by the Board, if there is no closing sales price (or closing bid if no sales were reported) for the Common Stock on the date in question, then the Fair Market Value shall be the closing sales price (or closing bid if no sales were reported) on the last preceding date for which such quotation exists. (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Section 409A of the Code. View More

Exchange Act Person. Any natural person, entity or Group other than (i) the Company or any Subsidiary of the Company; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company

Exchange Act Person. Means any natural person, entity, or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that "Exchange Act Person" will not include (i) Company or any Subsidiary of Company, (ii) any employee benefit plan of Company or any Subsidiary of Company or any trustee or other fiduciary holding securities under an employee benefit plan of Company or any Subsidiary of Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of... such securities, (iv) an entity owned, directly or indirectly, by the shareholders of Company in substantially the same proportions as their ownership of securities of Company, or (v) any natural person, entity, or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the owner, directly or indirectly, of securities of Company representing more than 50% of the combined voting power of Company's then outstanding securities. 3 (o) "Good Reason" shall mean, in the context of the termination of Executive's employment by Executive, any of the following events without Executive's written consent: (i) a material diminution in Executive's authority, duties, and responsibilities, as compared to Executive's authority, duties, and responsibilities as of the Effective Date; (ii) a material reduction in Executive's Base Salary; (iii) a change in the location of Executive's primary office that requires Executive to regularly physically report to an office located 50 miles or more from the location of Executive's primary office as of the Effective Date; or (iv) a material breach of this Agreement by Employer. In order for Good Reason to exist, prior to Executive terminating Executive's employment for Good Reason, (A) Executive shall give notice to Employer (or its successor) of the existence of Good Reason for termination, which notice must be given by Executive to Employer (or its successor) within 60 days of the initial existence of the circumstance(s) or event(s) giving rise to Good Reason for termination and shall state with reasonable detail the circumstance(s) or event(s) giving rise to Good Reason for termination, (B) Employer (or its successor) shall have 30 days from the effective date of such notice to remedy the circumstance(s) or event(s) giving rise to Good Reason for termination, and (C) the circumstance(s) or event(s) giving rise to Good Reason for termination must go unremedied by Employer (or its successor). Additionally, Executive's employment must be terminated by Executive for Good Reason within the 12-month period immediately following the initial existence of the circumstance(s) or event(s) giving rise to Good Reason for termination. View More

Exchange Act Person. Means any natural person, entity, or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that "Exchange Act Person" will not include (i) Company or any Subsidiary of Company, (ii) any employee benefit plan of Company or any Subsidiary of Company or any trustee or other fiduciary holding securities under an employee benefit plan of Company or any Subsidiary of Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of... such securities, (iv) an entity owned, directly or indirectly, by the shareholders of Company in substantially the same proportions as their ownership of securities of Company, or (v) any natural person, entity, or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the owner, directly or indirectly, of securities of Company representing more than 50% of the combined voting power of Company's then outstanding securities. 3 View More

Exchange Act Person. Means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company's Voting Securities in substantially the same proportions as their beneficial... ownership of the Company's Voting Securities. View More

Exchange Act Person. Any Person or group (as defined in Section 13(d)(3) of the Exchange Act), except that "Exchange Act Person" will not include (i) the REIT or any Subsidiary of the REIT, (ii) any employee benefit plan of the REIT or any Subsidiary of the REIT or any trustee or other fiduciary holding securities under an employee benefit plan of the REIT or any Subsidiary of the REIT, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an entity... owned, directly or indirectly, by the shareholders of the REIT in substantially the same proportions as their ownership of shares of the REIT or (v) any Person that, as of immediately prior to the transaction or series of transactions, is the owner, directly or indirectly, of securities of the REIT representing more than 50% of the combined voting power of the REIT's then outstanding securities. View More