Acquiring Person Sample Clauses

Acquiring Person. An “Acquiring Person” shall mean any person (including any “person” as such term is used in Sections 13(d)(3) or 14(d)(2) of the Exchange Act that, together with all Affiliates and Associates of such person, is the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 10% or more of the outstanding Common Stock. The term “Acquiring Person” shall not include the Company, any majority-owned subsidiary of the Company, any employee benefit plan of the Company or a majority-owned subsidiary of the Company, or any person to the extent such person is holding Common Stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 10% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 10% or more of the outstanding Common Stock.
Acquiring Person. As of the Signing Date, neither the Investor nor any of its Affiliates beneficially owns, and immediately prior to the Closing, neither the Investor nor any of its Affiliates will beneficially own (in each case, as determined pursuant to Rule 13d-3 under the Exchange Act without regard for the number of days in which a Person has the right to acquire such beneficial ownership, and without regard to Investor’s rights under this Agreement), any securities of the Company, except for securities that may be beneficially owned by employee benefit plans of either the Investor or any of its Affiliates.
Acquiring Person. Such Purchaser, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company’s outstanding Common Stock. For purposes of this Section 3.2(g), beneficial ownership shall be determined pursuant to a Rule 13d-3 under the Exchange Act.
Acquiring Person. An "Acquiring Person" shall mean any person that, together with all Affiliates and Associates of such person, is the beneficial owner of 15% or more of the outstanding Common Stock. The term "Acquiring Person" shall not include the Company, any subsidiary of the Company, any employee benefit plan of the Company (or trust with respect thereto) or subsidiary of the Company, any person holding Common Stock of the Company for or pursuant to the terms of any such plan, or Donald A. Sillers, Jr. or members of his immediate family.
Acquiring Person. Acquiring Person" shall mean any person who or which, together with all Affiliates and Associates of such person, is or are the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding; provided, however, that a person shall not be or become an Acquiring Person if such person, 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 the repurchase of Common Stock by the Company, unless and until such time as such person or any Affiliate or Associate of such person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or any other person (or persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock shall become an Affiliate or Associate of such person, unless, in either such case, such person, together with all Affiliates and Associates of such person, is not then the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding. Notwithstanding anything in this definition of "Acquiring Person" to the contrary, no Exempt Person shall be deemed to be or become an "Acquiring Person" or an Affiliate or Associate of any other person for purposes of this definition.
Acquiring Person. As of the date of this Agreement and immediately prior to the Closing, neither Yuhan nor any of its controlled Affiliates (excluding directors and officers of Yuhan who may hold securities of the Company for their personal account) Beneficially Owns, or will Beneficially Own any securities of the Company.
Acquiring Person. An "Acquiring Person" is a person or group of affiliated or associated persons who have acquired beneficial ownership of 15% or more of the outstanding Common Shares, other than the Company, any subsidiary of the Company, or any employee benefit plan of the Company or its subsidiaries ("Exempt Persons"); provided, however that (i) in no event shall any Exempt Person be deemed to be an Acquiring Person, (ii) no person shall become an Acquiring Person as the result of an acquisition of Common Shares by the Company which increases the proportionate number of shares beneficially owned by such person and its affiliates and associates to 15% or more of the Common Shares then outstanding (provided, however, that if such person becomes the beneficial owner of 15% or more of the Common Shares then outstanding by reason of share acquisitions by the Company and, after such share acquisitions, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds the lesser of 10,000 Common Shares or 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 15% or more of the aggregate number of Common Shares then outstanding, then such person shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 15% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on July 2, 1998 shall be deemed an Acquiring Person (provided, however, that if such person or any of its affiliates and associates, after 5:00 p.m., New York time, on July 2, 1998, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 2% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 15% or more of the aggregate number of Common Shares of the Company then outstanding, then such person shall be deemed to be an Acquiring Person), and (iv) if the Board of Directors of the Company determines in good faith that a person who would otherwise be an Acquiring Person has become such inadvertently, and such person divests as promptly as practicable a sufficient number of Common Shares so that such person would no longer be an Acquiring Person, then such person shall not be deemed to be an Acquiring Person for any purposes of the Rights Agreement.
Acquiring Person. The Rights Agreement defines the term “Acquiring Person” generally to mean any person who, together with all affiliates and associates of such person, is the beneficial owner of 15% or more of the Common Shares then outstanding. However, that definition does not generally include (i) the Company, any Subsidiary of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity or trustee holding Common Shares for or pursuant to the terms of any such plan, (ii) any person who or which becomes the beneficial owner of 15% or more of the Common Shares then outstanding as the result of a reduction in the outstanding Common Shares resulting from acquisition of Common Shares by the Company approved by the Board of Directors, (iv) any person who or which the Board of Directors of the Company determines, in good faith, became an Acquiring Person inadvertently, if such person divests as promptly as practicable a sufficient number of Common Shares so that such person would no longer be an Acquiring Person, (v) any person who or which the Board of Directors of the Company determines, prior to the time such person would otherwise be an Acquiring Person, should be exempted from the definition of Acquiring Person, provided that the Board of Directors may make such exemption subject to such conditions, if any, which the Board may determine or (vi) AS Investors, LLC, Carl Marks Strategic Investments, L.P., Carl Marks Strategic Opportunities Fund, L.P., Cerberus Series Four Holdings, LLC and Saberasu Japan Investments II B.V. (each, an “Exempt Person”) or any affiliate or associate of an Exempt Person. However, any Exempt Person who becomes the beneficial owner of 20% or more of the Common Shares then outstanding shall become an Acquiring Person.
Acquiring Person. None of Parent, Merger Sub or their respective Affiliates is or ever has been, with respect to the Company, an “acquiring person,” or an “affiliate” or “associate” of an “acquiring person” (as such terms are defined in Chapter 23B.19 of the WBCA). Merger Sub will not be, with respect to the Company after the Merger, an “affiliate or associate” of an “acquiring person” (as such terms are defined in Chapter 23B.19 of the WBCA) and have not taken any action that would cause any Takeover Laws to apply to the transactions contemplated hereby.
Acquiring Person. An Acquiring Person does not include: · the Company or any of our subsidiaries; · any employee benefit plan or employee stock plan of the Company or of any or our subsidiaries or any trust or other entity organized, appointed, established or holding voting shares for or pursuant to the terms of any such plan; · any person or group of affiliated or associated persons who, as of 5:00 p.m. New York City time on February 9. 2015, is the beneficial owner of 10% or more of our shares of voting stock then outstanding (provided that any such person or group shall become an Acquiring Person upon acquisition of an additional one-quarter of one percent (0.25%) or more of our then-outstanding voting shares, unless such acquisition of additional voting shares is pursuant to a dividend or distribution paid or made by the Company on our outstanding voting stock or pursuant to a split or subdivision of our outstanding voting stock); or · any person who would become an “Acquiring Person” as the result of an acquisition of shares of voting stock of the Corporation by the Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares of voting stock of the Corporation beneficially owned by such person so that such person would otherwise become an Acquiring Person; provided, however, that if any such person thereafter becomes the beneficial owner of additional shares of voting stock of the Corporation representing one-quarter of one percent (0.25%) of the then-outstanding voting stock of the Corporation (subject to certain exceptions), then such person will be deemed to be an Acquiring Person unless upon · becoming the beneficial owner of such additional shares of voting stock of the Corporation such person does not beneficially own 10% or more of the shares of voting stock of the Corporation then outstanding. In addition, if our Board of Directors determines in good faith that a person became an Acquiring Person inadvertently and without any intention of changing or influencing control over our Company, then such person will not be deemed to become an Acquiring Person unless and until such person have failed to divest itself, as soon as practicable, of sufficient number of voting shares so that such person would no longer otherwise qualify as an Acquiring Person.