Exempted Persons Sample Clauses

Exempted Persons. An “Exempted Person” means (i) the Company or any of its Subsidiaries, (ii) any officer, director or employee of the Company or any of its Subsidiaries solely in respect of such Person’s status or authority as such (including any fiduciary capacity), (iii) any employee benefit plan of the Company or of any Subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan, or for the purpose of funding other employee benefits for employees of the Company or any Subsidiary of the Company or (iv) any other Person (together with all of its Related Persons) whose Beneficial Ownership of 4.9% or more of the then outstanding shares of Common Stock will not jeopardize or endanger the availability to the Company of any Tax Benefit as determined by the Board of Directors in its sole discretion prior to the time any Person becomes an Acquiring Person, provided, however, that such Person will cease to be an Exempted Person if the Board subsequently makes a contrary determination in its sole discretion, regardless of the reason for such contrary determination.

Exempted Persons. The Rights Agreement recognizes that there may be instances when an acquisition of shares of the Company Stock that would cause a shareholder to become an Acquiring Person may not jeopardize or endanger in any material respect the availability of the NOLs to the Company. Accordingly, the Rights Agreement grants discretion to the Board to designate a person as an “Exempted Person.” The Board can revoke an “Exempted Person” designation if it subsequently makes a contrary determination regarding whether a person jeopardizes or endangers in any material respect the availability of the NOLs to the Company. In addition, any person that acquires Company Stock in a transaction that would cause that person to be an Acquiring Person will be an Exempted Person if that transaction is approved in advance by the Board or is a conversion or other exchange of Company Stock for other Company Stock that does not increase any person’s beneficial ownership in the Company for purposes of Section 382 of the Code.

Exempted Persons. The following persons shall be “Exempted Persons” under the Rights Agreement: (i) Any person who, together with all affiliates and associates of such person, is the beneficial owner of Common Stock, options and/or warrants exercisable for shares of Common Stock representing 4.99% or more of the shares of Common Stock outstanding on July 24, 2017 will be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person and shall be deemed an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial owner of securities representing a percentage of Common Stock that exceeds by 1% or more the lowest percentage of Common Stock that such person had at any time since July 24, 2017, except solely (x) pursuant to equity compensation awards granted to such person by the Company or as a result of an adjustment to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof or (y) as a result of a purchase of shares of Common Stock by the Company. (ii) In addition, any person who, together with all affiliates and associates of such person, becomes the beneficial owner of Common Stock, options and/or warrants exercisable for shares of Common Stock representing 4.99% or more of the shares of Common Stock then outstanding as a result of a purchase by the Company of shares of Common Stock will also be an “Exempted Person.” However, any such person will no longer be deemed to be an Exempted Person and will be deemed to be an Acquiring Person if such person, together with all affiliates and associates of such person, becomes the beneficial owner, at any time after the date such person became the beneficial owner of 4.99% or more of the then outstanding shares of Common Stock, of securities representing a percentage of Common Stock that exceeds by 1% or more the lowest percentage of Beneficial Ownership (as defined in the Rights Agreement) of Common Stock that such person had at any time since the date such person first became the beneficial owner of 4.99% or more of the then outstanding shares of Common Stock, except solely (x) pursuant to equity compensation awards granted to such person by the Company or as a result of an adjustment to the number of shares of Common Stock represented by such equity compensation award pursuant to the terms thereof or (y) as a result of a purchase of shares of Common Stock by the Company. (iii) In addi...

Exempted Persons. The Parties may share confidential or privileged information referred to in the above paragraph with its affiliates and/or subsidiaries, as well as respective employees, members of the board, auditors and advisors, provided they are required to perform with the provisions of this clause; on the understanding that each Party as corresponding of each will be responsible for the confidentiality of such information by such individuals. In accordance with Article 106, Fraction XX, of the LIC, the Parties hereby expressly authorize to Trustee to disclose, share and/or make available information regarding the Parties to this Trust regarding personal data and/or ID documents, with its own group’s financial institutions, subsidiaries, representation offices, branches, agents, commission brokers, authorities and third parties with which the Trustee is related anywhere each of referred to persons are located, even information required regarding the rendering of services for the performance of obligations in accordance with the applicable law, internal policy, statistical purposes, data processing and risk analysis.