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 Investor, 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 15% or more of the Company’s outstanding Common Stock. For purposes of this Section 3.2(o), beneficial ownership shall be determined pursuant to a Rule 13d-3 under the Exchange Act.
Acquiring Person. The term "Acquiring Person" shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 10% or more of the Common Shares (as such term is hereinafter defined) of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) 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. Notwithstanding the foregoing, no Person shall become an "Acquiring Person" as the result of an acquisition of Common Shares by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 10% or more of the Common Shares of the Company then outstanding; provided, however, that if a Person becomes the Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding by reason of share purchases by the Company and shall, after such share purchases by the Company, become the Beneficial Owner of any additional Common Shares of the Company, then such Person shall be deemed to be an "Acquiring Person" unless upon the consummation of the acquisition of such additional Common Shares such Person does not own 10% or more of the Common Shares then outstanding. Notwithstanding the foregoing, if (i) a Person who would otherwise be an "Acquiring Person" became such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Shares that would otherwise cause such Person to be an "Acquiring Person," or (B) such Person was aware of the existence of its Beneficial Ownership of Common Shares but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company, but in no event if such Person beneficially owned or owns in excess of 11% of the Common Shares of the Company then outstanding, and if such Person as promptly as practicable, but in no event later than ten (10) business days after becoming aware of such ownership of Common Shares of the Company or of such consequences, divested or divests itself of Beneficial Ownership of a sufficient number of Common Shares so th...
Acquiring Person. An “Acquiring Person” shall mean any person that, together with all Affiliates and Associates of such person, is the beneficial owner of 50.1% or more of the outstanding Common Stock of the Employer or its parent. The term “Acquiring Person” shall not include the Employer, its parent, any subsidiary of the Employer, any employee benefit plan of the Employer (or trust with respect thereto) or subsidiary of the Employer, or any person holding Common Stock of the Employer for or pursuant to the terms of any such plan.
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. Under the Rights Agreement, an Acquiring Person is any person who or that, together with all Affiliates and Associates (as defined in the Rights Agreement) of such person, from and after the first public announcement by the Company of the adoption of the Rights Agreement, is or becomes the beneficial owner of ten percent (10%) or more of the Common Shares outstanding, subject to various exceptions. For purposes of the Rights Agreement, beneficial ownership is defined to include the ownership of derivative securities. The Rights Agreement provides that an Acquiring Person does not include the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, or any person organized, appointed, or established to hold Common Shares pursuant to any employee benefit plan of the Company or for the purpose of funding any such plan. The Rights Agreement also provides that the following persons shall not be deemed an Acquiring Person thereunder: (i) any person who becomes the beneficial owner of ten percent (10%) or more of the shares of Common Stock of the Company then outstanding solely as a result of the initial grant or vesting of any options, warrants, rights or similar interests (including restricted shares and restricted stock units) by the Company to its directors, officers and employees pursuant to any employee benefit or stock ownership plan of the Company, or the acquisition of shares of Common Stock of the Company upon the exercise or conversion of any such securities so granted; (ii) any person who as the result of an acquisition of shares of Common Stock by the Company (or any subsidiary of the Company, or any person organized, appointed, established or holding shares of Common Stock of the Company for or pursuant to the terms of any such plan) that, by reducing the number of shares of Common Stock of the Company outstanding, increases the proportionate number of shares of Common Stock of the Company beneficially owned by such person to ten percent (10%) or more of the Common Shares then outstanding; (iii) any person who or that became the beneficial owner of ten percent (10%) or more of the Common Shares then outstanding as a result of the acquisition of Common Shares directly from the Company; or (iv) any person who or that would otherwise be an Acquiring Person who or that the Board determines had become such inadvertently (including, without limitation, because (A) such person was unaware that it ben...
Acquiring Person. As of the date of this Agreement and immediately prior to the Closing, neither the Share Acquiror nor any of its Affiliates beneficially owns, or will beneficially own (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 Share Acquiror’s rights under this Agreement), any securities of the Company.
Acquiring Person. None of Parent, 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). 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).
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.