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.
Appears in 2 contracts
Samples: Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.)
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" is a person or group of affiliated or associated persons who, as who have acquired beneficial ownership of 5:00 p.m. New York City time on February 9. 2015, is the beneficial owner of 1020% or more of our shares the outstanding Common Shares, other than the Company, any subsidiary of voting stock then outstanding the Company, or any employee benefit plan of the Company or its subsidiaries (provided "Exempt Persons"); provided, however that (i) in no event shall any such Exempt Person be deemed to be an Acquiring Person, (ii) no 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 Common Shares by the Corporation which, by reducing the number of shares outstanding, Company which 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; and its affiliates and associates to 20% or more of the Common Shares then outstanding (provided, however, that if any such person thereafter becomes the beneficial owner of additional shares of voting stock 20% or more of the Corporation representing one-quarter Common Shares then outstanding by reason of one percent share acquisitions by the Company and, after such share acquisitions, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25%) % of the then-outstanding voting stock Common Shares and (B) beneficially owns after such acquisition 20% or more of the Corporation (subject to certain exceptions)aggregate number of Common Shares then outstanding, then such person will shall be deemed to be an Acquiring Person), (iii) no person who, together with its affiliates and associates, was the beneficial owner of 20% or more of the aggregate number of Common Shares of the Company outstanding as of 5:00 p.m., New York time, on June 28, 2004 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 June 28, 2004, (A) acquires beneficial ownership of an additional number of Common Shares which exceeds 0.25% of the then-outstanding Common Shares and (B) beneficially owns after such acquisition 20% 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 unless upon · becoming the beneficial owner of such additional shares of voting stock for any purposes 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 PersonRights Agreement.
Appears in 2 contracts
Samples: Rights Agreement (Salton Inc), Salton Inc
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; · • subject to certain exceptions, any Passive Institutional Investor unless and until such time as such Passive Institutional Investor acquires beneficial ownership of fifteen percent (15%) or more of our shares of voting stock then outstanding; • any person or group of affiliated or associated persons who, as of 5:00 p.m. New York City time on February 9. 2015November 25, 2013, is the beneficial owner of ten percent (10% %) (fifteen percent (15%) in the case of a Passive Institutional Investor) 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 US_ACTIVE:\44377314\4\11727.0008 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 ten percent (10% %) (fifteen percent (15%) in the case of a Passive Institutional Investor) 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.
Appears in 1 contract
Samples: Rights Agreement (Aeropostale Inc)
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" is a person or group of affiliated or associated persons who, as who have acquired beneficial ownership of 5:00 p.m. New York City time on February 9. 2015, is the beneficial owner of 1020% or more of our shares the outstanding Common Shares, other than the Company, any subsidiary of voting stock then outstanding the Company, or any employee benefit plan of the Company or its subsidiaries (provided that any such "Exempt Persons"). Notwithstanding the foregoing, (i) no person or group shall will 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 Common Shares by the Corporation Company which, by reducing the number of shares the Company's Common 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; Person to 20% or more of the Common Shares then outstanding, provided, however, that if any such a person thereafter becomes the beneficial owner of additional shares of voting stock 20% or more of the Corporation representing one-quarter Company's Common Shares then outstanding by reason of one percent share acquisitions by the Company and, after such share acquisitions by the Company, (0.25%A) acquires beneficial ownership of any additional Common Shares and (B) beneficially owns after such acquisition 20% or more of the then-outstanding voting stock aggregate number of Common Shares of the Corporation (subject to certain exceptions)Company then outstanding, then such person Person will be deemed to be an "Acquiring Person unless upon · becoming the beneficial owner of such additional shares of voting stock Person"; (ii) certain of the Corporation such person does Franklin Funds and their affiliates and associates ("Franklin"), who currently own more than 20% of the outstanding Common Shares, will not be deemed to be an "Acquiring Person" unless they acquire beneficial ownership of additional Common Shares and thereafter beneficially own 1027.5% or more of the shares of voting stock outstanding Common Shares, except that they may beneficially own more Common Shares than at the date of the Corporation Rights Agreement only if they grant an irrevocable proxy to the Chief Executive Officer of the Company with respect to all such additional Common Shares (which proxy provides that the Common Shares subject to it must be voted in each case in the same manner and in the same proportions as all Common Shares of the Company not owned by Franklin); (iii) a person (other than Franklin) who becomes a beneficial owner of 20% or more of the outstanding Common Shares upon acquiring in a single transaction Common Shares previously beneficially owned by Franklin will not be deemed to be an "Acquiring Person," so long as such person immediately after such transaction does not beneficially own more Common Shares than its transferee beneficially owned immediately prior to such transaction, and so long as such person does not then outstanding. In additionor thereafter beneficially own more than the lesser of (x) 2,512,769 Common Shares (the number of Common Shares beneficially owned by Franklin at the date of the Rights Agreement), or (y) the number of Common Shares of the Company beneficially owned by such person immediately following such transaction (such person must also give timely notice of such transaction to the Company); (iv) certain of the Contrarian Funds and their affiliates and associates ("Contrarian"), who currently own more than 20% of the outstanding Common Shares, will not be deemed to be an "Acquiring Person" unless they acquire beneficial ownership of additional Common Shares and thereafter beneficially own 30% or more of the outstanding Common Shares, except that they may beneficially own more Common Shares than at the date of the Rights Agreement only if our they grant an irrevocable proxy to the Chief Executive Officer of the Company with respect to all such additional Common Shares (which proxy provides that the Common Shares subject to it must be voted in each case in the same manner and in the same proportions as all Common Shares of the Company not owned by Contrarian); (v) a person (other than Contrarian) who becomes a beneficial owner of 20% or more of the outstanding Common Shares upon acquiring in a single transaction Common Shares previously beneficially owned by Contrarian will not be deemed to be an "Acquiring Person," so long as such person immediately after such transaction does not beneficially own more Common Shares than its transferee beneficially owned immediately prior to such transaction, and so long as such person does not then or thereafter beneficially own more than the lesser of (x) 2,859,529 Common Shares (the number of Common Shares beneficially owned by Contrarian at the date of the Rights Agreement), or (y) the number of Common Shares of the Company beneficially owned by such person immediately following such transaction (such person must also give timely notice of such transaction to the Company); and (vi) if the Board of Directors of the Company determines in good faith that a person became who would otherwise be an Acquiring Person inadvertently has become such inadvertently, and without any intention such Person divests as promptly as practicable a sufficient number of changing or influencing control over our CompanyCommon Shares so that such Person would no longer be an Acquiring Person, then such person will Person shall not be deemed to become be 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." The exception from the definition of "Acquiring Person" for any person described in clauses (ii) through (v) of this paragraph will terminate when such person no longer owns 20% or more of the Company's outstanding Common Shares.
Appears in 1 contract
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" is a person or group of affiliated or associated persons whowho have acquired beneficial ownership of 15% or more of the aggregate number of Common Shares of the Company then outstanding; provided, as however that (i) in no event shall the Company, any subsidiary of 5:00 p.m. New York City time on February 9. 2015the Company, is or any employee benefit plan of the Company or its subsidiaries be deemed to be an Acquiring Person, (ii) no Person who or which, together with all affiliates and associates of such person, was the beneficial owner of 1015% or more of our shares the aggregate number of voting stock then Common Shares of the Company issued and outstanding (provided as of 5:00 p.m., California time, on November 30, 1999 shall be deemed to be an "Acquiring Person"; provided, however, that any if such person together with any affiliates and associates of such person, after 5:00 p.m., California time, on November 30, 1999, (A) acquires, in one or group more transactions, beneficial ownership of an additional number of Common Shares, and (B) beneficially owns after such acquisitions 25% or more of Common Shares of the Company then outstanding, then such person shall be deemed to be an "Acquiring Person," (iii) no person 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 Common Shares by the Corporation Company which, by reducing the number of shares the Company's Common 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 Personto 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or more of the Common Shares then outstanding; provided, however, that if any such a person thereafter becomes shall become the beneficial owner of additional shares 15% (or, in the case of voting stock persons described in clause (ii) of this paragraph, 25%) or -76- 79 more of the Corporation representing one-quarter Common Shares of the Company then outstanding by reason of share acquisitions by the Company and shall, after such share acquisitions by the Company, (A) acquire, in one percent (or more transactions, 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 voting stock Common Shares and (B) beneficially own after such acquisition 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or more of the Corporation (subject to certain exceptions)aggregate number of Common Shares of the Company then outstanding, then such person will shall be deemed to be an "Acquiring Person unless upon · becoming Person," and (iv) if 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 who would otherwise be an Acquiring Person inadvertently has become such 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, divests as soon promptly as practicable, of practicable a sufficient number of voting shares Common Shares so that such person would no longer otherwise qualify as be an Acquiring Person, then such person shall not be deemed to be an "Acquiring Person."
Appears in 1 contract
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" is a person or group of affiliated or associated persons who, as who have acquired beneficial ownership of 5:00 p.m. New York City time on February 9. 2015, is the beneficial owner of 1015% or more of our shares the outstanding Common Shares, other than the Company, any subsidiary of voting stock the Company, any employee benefit plan of the Company or its subsidiaries, or any Person (together with such Person's Affiliates and Associates) who was a Beneficial Owner of Common Shares on the Record Date unless such Person, alone or together with such Person's Affiliates and Associates, becomes the Beneficial Owner of a percentage of the aggregate number of Common Shares of the Company then outstanding equal to or greater than a percentage equal to 1.5 multiplied by a fraction, the numerator of which is (provided that X) the number of Common Shares beneficially owned by such Person and such Person's Affiliates and Associates on the Record Date (but not including for such purposes, any securities which such person Person has the right to acquire pursuant to any agreement, arrangement or group understanding, including any stock option, warrant, convertible security or other right to acquire Common Shares) and the denominator of which is (Y) the aggregate number of Common Shares outstanding on the Record Date. Notwithstanding the foregoing, in no event shall (i) any Exempt Person be deemed to be an Acquiring Person and (ii) no Person 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 Common Shares by the Corporation Company which, by reducing the number of shares the Company's Common 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 PersonPerson to 15% or more of the Common Shares then outstanding; providedPROVIDED, howeverHOWEVER, that if any such person thereafter becomes a (i) Person shall become the beneficial owner Beneficial Owner of additional shares of voting stock 15% or more of the Corporation representing one-quarter Common Shares of the Company then outstanding or, (ii) in the case of an Exempt Person, such Exempt Person would otherwise cease to be deemed to be an Exempt Person, by reason of, in each case, share acquisitions by the Company and shall, after such share acquisitions, (A) acquire, in one percent (or more transactions, beneficial ownership of an additional number of Common Shares which exceeds 0.25%) % of the then-outstanding voting stock Common Shares and (B) beneficially own after such acquisition 15% or more of the Corporation (subject aggregate number of Common Shares of the Company then outstanding, or, in the case of an Exempt Person, such number of Common Shares of the Company that would cause such Exempt Person to certain exceptions)cease to be an Exempt Person, then such person will Person shall 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. Person." In addition, if our the Board of Directors determines in good faith that a person became Person who would otherwise be an Acquiring Person, has become such inadvertently, and such Person inadvertently and without any intention divests as promptly as practicable a sufficient number of changing or influencing control over our CompanyCommon Shares so that such Person would no longer be an Acquiring Person, then such person will Person shall not be deemed to become be 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" for any purposes of the Rights Agreement.
Appears in 1 contract
Samples: Rights Agreement (Delphi Information Systems Inc /De/)
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" is a person or group of affiliated or associated persons whowho have acquired beneficial ownership of 15% or more of the aggregate number of Common Shares of the Company then outstanding; provided, as however that (i) in no event shall the Company, any subsidiary of 5:00 p.m. New York City time on February 9. 2015the Company, is or any employee benefit plan of the Company or its subsidiaries be deemed to be an Acquiring Person, (ii) no Person who or which, together with all affiliates and associates of such person, was the beneficial owner of 1015% or more of our shares the aggregate number of voting stock then Common Shares of the Company issued and outstanding (provided as of 5:00 p.m., California time, on November 30, 1999 shall be deemed to be an "Acquiring Person"; provided, however, that any if such person together with any affiliates and associates of such person, after 5:00 p.m., California time, on November 30, 1999, (A) acquires, in one or group more transactions, beneficial ownership of an additional number of Common Shares, and (B) beneficially owns after such acquisitions 25% or more of Common Shares of the Company then outstanding, then such person shall be deemed to be an "Acquiring Person," (iii) no person 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 Common Shares by the Corporation Company which, by reducing the number of shares the Company's Common 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 Personto 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or -76- 79 more of the Common Shares then outstanding; provided, however, that if any such a person thereafter becomes shall become the beneficial owner of additional shares 15% (or, in the case of voting stock persons described in clause (ii) of this paragraph, 25%) or more of the Corporation representing one-quarter Common Shares of the Company then outstanding by reason of share acquisitions by the Company and shall, after such share acquisitions by the Company, (A) acquire, in one percent (or more transactions, 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 voting stock Common Shares and (B) beneficially own after such acquisition 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or more of the Corporation (subject to certain exceptions)aggregate number of Common Shares of the Company then outstanding, then such person will shall be deemed to be an "Acquiring Person unless upon · becoming Person," and (iv) if 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 who would otherwise be an Acquiring Person inadvertently has become such 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, divests as soon promptly as practicable, of practicable a sufficient number of voting shares Common Shares so that such person would no longer otherwise qualify as be an Acquiring Person, then such person shall not be deemed to be an "Acquiring Person."
Appears in 1 contract
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" is a person or group of affiliated or associated persons whowho have acquired beneficial ownership of 15% or more of the aggregate number of Common Shares of the Company then outstanding; provided, as however that (i) in no event shall the Company, any subsidiary of 5:00 p.m. New York City time on February 9. 2015the Company, is or any employee benefit plan of the Company or its subsidiaries be deemed to be an Acquiring Person, (ii) no Person who or which, together with all affiliates and associates of such person, was the beneficial owner of 1015% or more of our shares the aggregate number of voting stock then Common Shares of the Company issued and outstanding (provided as of 5:00 p.m., California time, on November 30, 1999 shall be deemed to be an "Acquiring Person"; provided, however, that any if such person together with any affiliates and associates of such person, after 5:00 p.m., California time, on November 30, 1999, (A) acquires, in one or group more transactions, beneficial ownership of an additional number of Common Shares, and (B) beneficially owns after such acquisitions 25% or more of Common Shares of the Company then outstanding, then such person shall be deemed to be an "Acquiring Person," (iii) no person 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 Common Shares by the Corporation Company which, by reducing the number of shares the Company's Common 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 Personto 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or more of the Common Shares then outstanding; provided, however, that if any such a person thereafter becomes shall become the beneficial owner of additional shares 15% (or, in the case of voting stock persons described in clause (ii) of this paragraph, 25%) or more of the Corporation representing one-quarter Common Shares of the Company then outstanding by reason of share acquisitions by the Company and shall, after such share acquisitions by the Company, (A) acquire, in one percent (or more transactions, 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 voting stock Common Shares and (B) beneficially own after such acquisition 15% (or, in the case of persons described in clause (ii) of this paragraph, 25%) or more of the Corporation (subject to certain exceptions)aggregate number of Common Shares of the Company then outstanding, then such person will shall be deemed to be an "Acquiring Person unless upon · becoming Person," and (iv) if 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 who would otherwise be an Acquiring Person inadvertently has become such 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, divests as soon promptly as practicable, of practicable a sufficient number of voting shares Common Shares so that such person would no longer otherwise qualify as be an Acquiring Person, then such person shall not be deemed to be an "Acquiring Person."
Appears in 1 contract
Samples: Pharmchem Laboratories Inc
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 capital shares for or pursuant to the terms of any such plan; · any person who is an “investment advisor” to mutual funds or a trustee of trusts qualified under Section 401(a) of the Code sponsored by unrelated corporation, if immediately after any increase in beneficial ownership of the capital stock of the Company by such person, (A) such person would not otherwise be deemed to have equaled or exceeded the 10% Threshold, (B) no single mutual fund or qualified trust advised by such investment advisor or such investment advisor or such trustee, respectively, actually owns or beneficially owns, based on certain federal tax principles set forth in the A&R Rights Agreement, an amount of capital stock that equals or exceeds the 4.9% Threshold, and (C) such investment advisor or trustee beneficially owns (other than with respect to such mutual funds or such trusts, as applicable) less than the 4.9% Threshold; · any person who, together with all affiliates and associates of such person, is the beneficial owner of capital stock of the Company that equals or exceeds the 4.9% Threshold and whose beneficial ownership would not, as determined by our Board of Directors, be inconsistent with the purposes of the A&R Rights Agreement; provided, however, that, unless otherwise determined by our Board of Directors, if a person is an Exempt Person (as defined in the A&R Rights Agreement) solely by reason of this clause, then such person shall cease to be an Exempt Person (as defined in the A&R Rights Agreement) if (1) such person ceases to beneficially own an amount of capital stock of the Company that equals or exceeds the 4.9% Threshold or (2) our 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) with respect to the availability to the Company of its Tax Benefits; · Leucadia National Corporation (together with its subsidiaries, “Leucadia”), for so long as Leucadia does not beneficially own an amount of capital stock of the Company that equals or exceeds the 10% Threshold; · any person or group of affiliated or associated persons who, as who immediately prior to the earlier to occur of 5:00 p.m. New York City time on February 9. 2015, the date of the A&R Rights Agreement and the first public announcement of the adoption of the A&R Rights Agreement is the beneficial owner of capital stock of the Company that equals or exceeds either the 4.9% Threshold or the 10% or more of our shares of voting stock then outstanding Threshold (“Existing Holder”) (provided that any such person or group shall become an Acquiring Person upon acquisition of (A) with respect to a person that is an Existing Holder as a result of the 4.9% Threshold, any additional one-shares of capital stock of the Company then outstanding and (B) with respect to a person that is an Existing Holder as a result of the 10% Threshold, and provided that such Existing Holder remains below the 4.9% Threshold, any additional shares of capital stock representing one quarter of one percent (0.25%) or more of our then-then outstanding voting sharescapital shares (in each case, unless such acquisition of additional voting capital shares is pursuant to a dividend or distribution paid or made by the Company on our outstanding voting capital stock or pursuant to a split or subdivision of our outstanding voting capital stock); or · any person who would become an “Acquiring Person” as the result of an acquisition of shares of voting capital stock of the Corporation Company by the Corporation Company which, by reducing the number of shares outstanding, increases the proportionate number percentage of shares any class of voting capital stock of the Corporation Company beneficially owned by such person so such that such person would otherwise become an Acquiring Person; provided, however, that if any such person thereafter becomes the beneficial owner of (A) with respect to a person that would otherwise be deemed an Acquiring Person as a result of the 4.9% Threshold, any additional shares of voting capital stock of the Corporation Company then outstanding and (B) with respect to a person that would otherwise be deemed an Acquiring Person as a result of the 10% Threshold, and provided that such person remains below the 4.9% Threshold, any additional shares of capital stock of the Company representing one-one quarter of one percent (0.25%) of the then-then outstanding voting stock of the Corporation Company (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 capital stock of the Corporation Company such person does not beneficially own owns less than the 4.9% Threshold or the 10% or more of the shares of voting stock of the Corporation then outstandingThreshold, as applicable. In addition, if our Board of Directors determines in good faith that a person became an Acquiring Person inadvertently and and, solely in the case of a person that would be an Acquiring Person as a result of the 10% Threshold, 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 capital shares so that such person would no longer otherwise qualify as an Acquiring Person.
Appears in 1 contract
Samples: Rights Agreement (FXCM Inc.)
