Exempt Person

Exempt Person. Shall mean the Company, any Subsidiary of the Company, any employee benefit plan or employee stock plan of the Company or any Subsidiary of the Company, or any Person organized, appointed, or established by the Company or any Subsidiary of the Company, for or pursuant to the terms of any such plan.

Exempt Person. Any employee benefit plan of the Company or a trustee or other administrator or fiduciary holding securities under an employee benefit plan of the Company.

Exempt Person. (i) Onex Corporation, (ii) any person, entity or group controlled by or under common control with any party included in clause (i), or (iii) any employee benefit plan of the Company or any Subsidiary, or a trustee or other administrator or fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary.

Exempt Person. (i) GTCR Golder Rauner, L.L.C., GTCR Golder Rauner II, L.L.C. or any of their respective affiliates, (ii) any person, entity or group under the control of any party included in clause (i), or (iii) any employee benefit plan of the Company or a trustee or other administrator or fiduciary holding securities under an employee benefit plan of the Company.

Exempt Person. (i) the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding Common Shares for or pursuant to the terms of any such plan, (ii) William D. Witter, Inc., a New York corporation registered as an investment advisor under the Investment Advisers Act of 1940 ("Witter, Inc."), and its Affiliates and Associates (other than Charles F. Huber, II); provided, that Witter, Inc., together with its Affiliates and Associates... (other than Charles F. Huber, II), are not the Beneficial Owners of more than 15% of the Common Shares of the Company then outstanding, (iii) Infineon Technologies AG, a German corporation ("Infineon"), and its Affiliates and Associates; provided, that Infineon, together with its Affiliates and Associates, are the Beneficial Owners of only Common Shares purchased, or Common Shares converted or acquired from warrants purchased, from Ericsson Holding International, B.V., a Netherlands corporation ("Ericsson") and or any Affiliate or Associate thereof, which Ericsson had purchased from the Company pursuant to a letter agreement dated as of April 7, 2000, and a Subscription Agreement for Common Stock and Warrants dated as of October 26, 2000, between Ericsson and the Company, (iv) Adam Smith Investment Partners, L.P., a Delaware limited partnership ("Adam Smith"), and its Affiliates and Associates; provided that Adam Smith, together with its Affiliates and Associates, are the Beneficial Owners of only Common Shares purchased, or Common Shares converted from warrants purchased, from the Company pursuant to a Subscription Agreement for Common Stock and Warrants dated as of October 26, 2000 among the Company, Adam Smith, Adam Smith Ltd. B.V., a British Virgin Islands corporation, and other investors executing the same, (v) Dupont Chemical and Energy Operations, Inc. ("DCEO"), a Delaware corporation and wholly-owned subsidiary of E.I. Du Pont De Nemours and Company, a Delaware corporation ("DuPont"), and its Affiliates and Associates; provided, that DCEO, together with its Affiliates and Associates, including DuPont, are the Beneficial Owners of only Common Shares purchased from the Company pursuant to a Subscription Agreement dated as of February 28, 2002 among DCEO, DuPont and the Company, (vi) whether or not such persons are or shall be deemed to be a "group" pursuant to Section 13 of the Exchange Act and the regulations promulgated thereunder, the purchasers (the "Infineon Transferees") and their respective Affiliates and Associates, individually and/or in the aggregate, of Common Shares to be purchased from Infineon pursuant to a Stock Purchase Agreement entered into on or about December 13, 2004 (the "Infineon Transaction"); provided that the Infineon Transferees, together with their Affiliates and Associates, are the Beneficial Owners of only Common Shares purchased in the Infineon Transaction, and (vii) Crane Co., a Delaware Corporation ("Parent"), or any of its Affiliates, individually or collectively, as a result of (A) the approval, execution, delivery and/or adoption of that certain Agreement and Plan of Merger, dated as of December 23, 2009, by and among Parent, ___, a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub") and the Company (as may be amended from time to time, the "Merger Agreement") or the Tender Agreements (as defined in the Merger Agreement) or the approval, execution, delivery and/or adoption of any amendment thereto; (B) the acceptance for payment or purchase by Merger Sub of Common Shares pursuant to the Offer (as defined in the Merger Agreement), as the Offer may be amended and/or extended from time to time or during any subsequent offering period in accordance with the terms of the Merger Agreement; (C) the exercise of the Top-Up Option (as defined in the Merger Agreement); (D) the consummation of any other transactions contemplated by the Merger Agreement, including, but not limited to, the Offer and the Merger (as defined in the Merger Agreement); or (E) the announcement of any of the Merger Agreement, the Offer, the Merger or any other transactions contemplated by the Merger Agreement (the transactions described in clauses (A) through (E) of this clause (vii), the "Exempted Transactions"). View More

Exempt Person. (and collectively, the "Exempt Persons") means: (1) Leonard H. Lavin or Bernice E. Lavin; (2) any descendant of Leonard H. Lavin and Bernice E. Lavin or the spouse of any such descendant; (3) the estate of any of the persons described in Section 1(f)(1) or (2); (4) any trust or similar arrangement for the benefit of any person described in Section 1(f)(1) or (2); or (5) the Lavin Family Foundation or any other charitable organization established by any person described in Section 1(f)(1)... or (2). View More

Exempt Person. Means (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock or (iv) any person or group of persons who, immediately prior to the adoption of this Plan, owned more than 50% of the combined voting power of the Company's then outstanding voting securities.

Exempt Person. Means (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company in such capacity, (b) a corporation or other 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 (c) any Person beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, which holds as of the date hereof securities possessing more than twenty-five percent (25%) of the... total combined voting power of the Company's outstanding securities. View More

Exempt Person. Means the Company, any Subsidiary, any employee benefit plan of the Company or any Subsidiary, any entity holding Shares for or pursuant to the terms of any such plan, any director of the Company holding office as of the close of business on the date the Plan is adopted by the Board, and any immediate family member of or person controlled by any such director.

Exempt Person. Means a Person whose Beneficial Ownership (together with all Affiliates and Associates of such Person) of 4.9% or more of the then-outstanding Common Shares will not, as determined by the Company's Board of Directors in its sole discretion, jeopardize or endanger the availability to the Company of its NOLs, provided, however, that such a Person will cease to be an "Exempt Person" if the Board of Directors makes a contrary determination with respect to the effect of such Person's Beneficial... Ownership (together with all Affiliates and Associates of such Person) upon the availability to the Company of its NOLs; and provided further that Carlson and its Affiliates and Associates shall each be considered an Exempt Person at all times, unless and until their collective Beneficial Ownership of the then-outstanding Common Shares constitutes more than 76% of the then-outstanding Common Shares (with the definition of Common Shares for purposes of this proviso being deemed to include Common Shares that a Person has the right to acquire, whether or not such right is exercisable immediately). View More