Exempt Person definition
Exempt Person means the Company or any Subsidiary (as such term is hereinafter defined) of the Company, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.
Exempt Person means the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan.
Exempt Person means (i) the Company or any Subsidiary of the Company, in each case including the officers and members of the board of directors thereof acting in their fiduciary capacities; or (ii) 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.
Examples of Exempt Person in a sentence
Notwithstanding the foregoing, the Board shall not be empowered to direct the Company to effect such exchange at any time after any Person (other than an Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Stock then outstanding.
More Definitions of Exempt Person
Exempt Person shall have the meaning set forth in the definition of “Acquiring Person.”
Exempt Person means: (i) the Company; (ii) any subsidiary of the Company; (iii) any employee benefit plan of the Company or of any subsidiary of the Company; (iv) any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (v) any Person who obtains the approval of the Board and is deemed by the Board not to be an Acquiring Person prior to such Person otherwise becoming an Acquiring Person; (vi) any Person who on the Record Date is the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding (a "Record Date Owner"), unless and until such time as the Record Date Owner shall directly or indirectly purchase or otherwise become (as a result of actions taken by the Record Date Owner or its Affiliates or Associates) the Beneficial Owner of any additional shares of Common Stock of the Company, or unless and until, directly or indirectly, (x) the Record Date Owner shall consolidate or otherwise combine with, or merge with and into any other Person and the Record Date Owner shall not be the continuing or surviving corporation of such consolidation, combination or merger, (y) any Person shall consolidate or otherwise combine with the Record Date Owner, or merge with and into the Record Date Owner and the Record Date Owner shall be the continuing or surviving corporation of such consolidation, combination or merger and, in connection with such consolidation, combination or merger, all or part of the shares of Common Stock of the Record Date Owner shall be changed into or exchanged for stock or other securities of any other Person or cash or any other property, or (z) the Record Date Owner shall sell, mortgage or otherwise transfer (or one or more of its subsidiaries shall sell, mortgage or otherwise transfer), in one or more transactions, assets or earning power aggregating more than fifty percent (50%) of the assets or earning power of the Record Date Owner and its subsidiaries (taken as a whole) to any other Person (upon any such event in this part (vi) the Exempt Person shall become an Acquiring Person); (vii) any Person who, together with its Affiliates and Associates, becomes the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock of the Company then outstanding solely as a result of a reduction in the number of shares of Common Stock of the Company outstanding due to the repurchase of shares of Common Stock of the Company by the Compan...
Exempt Person means any Person that the Board of Directors determines is exempt from this Agreement, which determination shall be made in the sole and absolute discretion of the Board of Directors; provided, that such determination is made, and no Person shall qualify as an Exempt Person unless such determination is made, prior to such time as any Person becomes an Acquiring Person; provided, further, that any Person will cease to be an Exempt Person if the Board of Directors makes a contrary determination with respect to such Person regardless of the reason therefor.
Exempt Person means a person who, in entering into and performing the terms of
Exempt Person means any Person determined by the Board to be an “Exempt Person” in accordance with the requirements set forth in Section 25 hereof for so long as such Person complies with any limitations or conditions required by the Board in making such determination.
Exempt Person means any of the Company, any entity controlled by the Company, any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company, and any Person organized, appointed, or established by the Company for or pursuant to the terms of any such employee benefit plan.
Exempt Person means a Person whose Beneficial Ownership (together with all Affiliates and Associates of such Person) of 4.9% or more of the then- outstanding Common Shares will not, as determined by the Company’s Board of Directors in its sole discretion, jeopardize or endanger the availability to the Company of its NOLs, provided, however, that such a Person will cease to be an “Exempt Person” if the 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) upon the availability to the Company of its NOLs.