20% Shareholder means, in respect of any Business Combination, any person (other than the Corporation or any Subsidiary) who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on such Business Combination, or immediately prior to the consummation of any such transaction,
20% Shareholder means any Person that, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of such number of Voting Shares of the Company as constitutes a percentage of the then outstanding Voting Shares that is equal to or greater than 20%; provided, however, that the term “20% Shareholder” shall not include: (i) an Exempt Person; (ii) any Person that, together with all Affiliates and Associates of such Person, became the Beneficial Owner of 20% or more of the Voting Shares of the Company on or prior to June 11, 2009 (“Existing Owner”), unless and until such Existing Owner, after June 11, 2009, becomes the Beneficial Owner of additional Voting Shares representing 1% or more of the Voting Shares or, after first becoming the Beneficial Owner of less than 20% of the Voting Shares, again becomes the owner of 20% or more of the Voting Shares; or (iii) any Person if such Person would not otherwise be a 20% Shareholder but for a reduction in the number of outstanding Voting Shares resulting from a stock repurchase program or other similar plan of the Company or from a self-tender offer of the Company, which plan or tender offer commenced on or after the date hereof, provided, however, that the term “20% Shareholder” shall include such Person from and after the first date upon which (A) such Person, since the date of the commencement of such plan or tender offer, shall have acquired Beneficial Ownership of, in the aggregate, a number of Voting Shares of the Company equal to 1% or more of the Voting Shares of the Company then outstanding and (B) such Person, together with all Affiliates and Associates of such Person, shall Beneficially Own 20% or more of the Voting Shares of the Company then outstanding. In calculating the percentage of the outstanding Voting Shares that are Beneficially Owned by a Person for purposes of this subsection (ff), Voting Shares that are Beneficially Owned by such Person shall be deemed outstanding, and Voting Shares that are not Beneficially Owned by such Person and that are subject to issuance upon the exercise or conversion of outstanding conversion rights, exchange rights, rights (other than Rights), warrants or options shall not be deemed outstanding. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that a Person that would otherwise be a 20% Shareholder pursuant to the foregoing provisions of this Section 1(ff) and Section 1(b) hereof has become such inadvertently, and such Person (a) promptly notifies the Board of Directors of such status and (b) as promptly as practicable thereafter, either divests of a sufficient number of Voting Shares so that such Person would no longer be a 20% Shareholder, or causes any other circumstance, such as the existence of an agreement respecting Voting Shares, to be eliminated such that such Person would no longer be a 20% Shareholder as defined pursuant to this Section 1(ff) and 1(b), then such Person shall not be deemed to be a 20% Shareholder for any purposes of this Agreement. Any determination made by the Board of Directors of the Company as to whether any Person is or is not a 20% Shareholder shall be conclusive and binding upon all holders of Rights.
20% Shareholder means a Shareholder whose Aggregate Ownership of Shares (as determined on a Common Equivalents basis) divided by the Aggregate Ownership of Shares (as determined on a Common Equivalents basis) by all Shareholders is 20% or more.
Any determination made by the Board of Directors of the Company as to whether any Common Shares are or were Beneficially Owned at any time by a 20% Shareholder or an Affiliate or Associate of a 20% Shareholder shall be conclusive and binding upon all holders of Rights.
Nothing contained in this Article 12 shall be construed to relieve any 20% Shareholder from compliance with the provisions of any other Article of these Articles of Incorporation (including, without limitation, the provisions of Article 14 hereof).
Merrell 19 Resources and Secretary Shared Administrative Services 20 (Shareholder Services) 21 (Human Resources) 22 23 24 Vice President and Executive - Michael E.
If TRT makes a good faith definitive proposal in writing to the Board to acquire shares such that TRT would become a 20% Shareholder, a Special Committee shall consider and take action on the proposal and respond in writing within 30 days after receipt of the proposal by TRT, setting forth its decision regarding the proposal.
Nothing contained in this Article 12 shall be construed to relieve any 20% Shareholder from any fiduciary obligation imposed by law.