Grandfathered Stockholder has the meaning set forth in Section 1.1.
Grandfathered Stockholder means any Person who or which, together with all Affiliates and Associates of such Person, at the time of the first public announcement of this Agreement, is a Beneficial Owner of 12.5% or more of the Common Shares of the Company then outstanding; provided, however, that if a Grandfathered Stockholder, together with all Affiliates and Associates of such Grandfathered Stockholder, becomes, after such time, the Beneficial Owner of any additional Common Shares of the Company (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Common Shares of the Company or pursuant to a split or subdivision of the outstanding Common Shares of the Company), regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares of the Company then outstanding Beneficially Owned by such Grandfathered Stockholder, then such Grandfathered Stockholder shall be deemed to be an Acquiring Person and; provided, further, that upon the first decrease of a Grandfathered Stockholder’s Beneficial Ownership below 12.5%, such Grandfathered Stockholder shall cease to be a Grandfathered Stockholder and this definition shall have no further force or effect with respect to such Person. For the avoidance of doubt, in the event that after the time of the first public announcement of this Agreement, any agreement, arrangement or understanding pursuant to which any Grandfathered Stockholder is deemed to be the Beneficial Owner of Common Shares of the Company expires, terminates or no longer confers any benefit to or imposes any obligation on the Grandfathered Stockholder, then in such event any direct or indirect replacement or extension of or substitution for such agreement, arrangement or understanding which confers Beneficial Ownership of Common Shares of the Company on such Grandfathered Stockholder shall be considered the acquisition of Beneficial Ownership of additional Common Shares of the Company by such Grandfathered Stockholder; provided, however, that a Grandfathered Stockholder shall not be deemed to acquire Beneficial Ownership of additional Common Shares of the Company if, upon final expiration of a Derivatives Contract which is settled solely in cash or in cash-settled instruments (a “Cash Settled Derivative”) pursuant to which such Grandfathered Stockholder was deemed to have Beneficial Ownership of Common Shares of the Company such Grandfathered Stockholder replaces, exten...
Grandfathered Stockholder means (i) any Person who or which, alone or together with any Affiliates or Associates of such Person, at the Close of Business on the date hereof, shall be the Beneficial Owner of 15% or more of the Common Shares of the Corporation then outstanding, and (ii) any Permitted Transferee; provided, however, that any Grandfathered Stockholder shall cease to be a Grandfathered Stockholder at the time such Person, alone or together with any Affiliate or Associate of such Person, beneficially owns additional Common Shares (other than as a result of a stock dividend, stock split or reclassification) equal to more than 20% of the number of Common Shares (as adjusted to reflect any stock dividend, stock split or reclassification) beneficially owned by such Person (or, in the case of any Permitted Transferee, beneficially owned by the original Grandfathered Stockholder) at the Close of Business on the date hereof.
Examples of Grandfathered Stockholder in a sentence
After the expiration of the redemption period referenced in clause (i) above, the Company's right of redemption may be reinstated if an Acquiring Person reduces his beneficial ownership to less than 15% (or, in the case of the Grandfathered Stockholder, 25% or less) of the outstanding shares of Common Stock in a transaction or series of transactions not involving the Company and there are no other Acquiring Persons.
The carve-out provides: If a Person would otherwise be deemed an "Acquiring Person" upon the adoption of this Agreement, such Person (herein referred to as a Grandfathered Stockholder") will not be deemed an "Acquiring Person" for purposes of this Agreement unless and until .
Section 7(a) Grandfathered Stockholder ...............................
Among other permitted amendments, the Board may reduce the threshold for becoming an Acquiring Person or otherwise causing the Distribution Date to occur from 15% to any percentage not less than the greater of (a) the highest percentage known by the Company to be beneficially owned by any person or group (other than the Company, its subsidiaries, any employee benefit plan of the Company and any Grandfathered Stockholder) or (b) 10%.
The Rights will not be exercisable until the close of business on the tenth day after the public announcement that a person or group has become an Acquiring Person by obtaining Beneficial Ownership (based on a definition of Beneficial Ownership which differs from and is generally broader than the definition of Beneficial Ownership under the federal securities laws) of 15% or more of our outstanding common stock (and not being a Grandfathered Stockholder as that term is defined in the Agreement).
More Definitions of Grandfathered Stockholder
Grandfathered Stockholder means any Person who or which would, (i) as of the time of the first public announcement by the Company of the adoption of this Rights Agreement (including any shares Beneficial Ownership of which is acquired on the date of such announcement pursuant to orders placed prior to such announcement), or (ii) as of the first public announcement by the Company of the adoption of this First Amendment (including any shares Beneficial Ownership of which is acquired on the date of such announcement pursuant to orders placed prior to such announcement), be deemed an “Acquiring Person,” unless and until such Person (together with all Related Persons) shall acquire after such announcement by the Company, without the prior approval of the Board of Directors, Beneficial Ownership of any additional shares of Common Stock (other than as a result of (1) a stock dividend, stock split, subdivision or similar transaction effected by the Company in which all registered holders of Common Shares are treated substantially equally, (2) the grant or issuance by the Company to its directors, officers and employees of options, warrants, rights or similar interests to acquire Common Stock by the Company pursuant to any employee benefit, stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent exercise or conversion of such options, warrants, rights or similar interests, or (3) the grant or issuance by the Company to its directors, officers and employees of restricted Common Stock or restricted stock units and the subsequent vesting of such shares or stock units, pursuant to a restricted stock or other compensation plan or arrangement adopted by the Board) while such Person (together with all Related Persons) is the Beneficial Owner of (1) with respect to the period from February 16, 2018 to the date of first public announcement of the First Amendment, 10% or more of the Common Stock then outstanding, and (2) with respect to the period from and after the date of first public announcement of the First Amendment, 4.9% or more of the Common Stock then outstanding.
Grandfathered Stockholder means any Person who or which would otherwise be deemed an “Acquiring Person” upon the adoption of this Rights Agreement; provided, however, that any Grandfathered Stockholder shall not be deemed an “Acquiring Person” for purposes of this Agreement only for so long as neither it nor any of its Affiliates or Associates acquire Beneficial Ownership of any additional shares of outstanding Voting Stock after adoption of this Rights Agreement (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding Voting Stock or pursuant to a split or subdivision of the outstanding Voting Stock), and in the event that any Grandfathered Stockholder (or its Affiliates or Associates) does so acquire Beneficial Ownership of additional shares of outstanding Voting Stock, then such Person shall no longer be deemed a Grandfathered Stockholder and shall be deemed an “Acquiring Person.”
Grandfathered Stockholder means any Person who or which would, as of the time of the first public announcement by the Company of the adoption of the Original Rights Agreement (including any shares Beneficial Ownership of which is acquired on the date of such announcement pursuant to orders placed prior to such announcement), be deemed an “Acquiring Person,” unless and until such Person (together with all Related Persons) shall acquire after such announcement by the Company of the adoption of the Original Rights Agreement, without the prior approval of the Board of Directors, Beneficial Ownership of any additional Common Shares (other than as a result of (i) a stock dividend, stock split, subdivision or similar transaction effected by the Company in which all registered holders of Common Shares are treated substantially equally, (ii) the grant or issuance by the Company to its directors, officers and employees of options, warrants, rights or similar interests to acquire Common Shares by the Company pursuant to any employee benefit, stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent exercise or conversion of such options, warrants, rights or similar interests, or (iii) the grant or issuance by the Company to its directors, officers and employees of restricted Common Shares or restricted stock units and the subsequent vesting of such shares or stock units, pursuant to a restricted stock or other compensation plan or arrangement adopted by the Board) while such Person (together with all Related Persons) is the Beneficial Owner of twenty percent (20%) or more of the Common Shares then outstanding.
Grandfathered Stockholder means any Person who, together with all Affiliates of such Person, Beneficially Owns, as of the date of adoption of this Agreement, 15% or more of the Unaffiliated Shares (each, an “Existing Holder”), other than any Person who is not, and whose Affiliates are not, on the date of this Agreement, an Existing Holder and who subsequently acquires direct or indirect control of an Existing Holder without the prior written approval of the Board of Directors.
Grandfathered Stockholder means (i) Amerindo Investment Advisors Inc. and its Affiliates and Associates (each an "Amerindo Holder"), other than any Person who or which is not such an Affiliate or Associate on the date of this Agreement and who or which subsequently acquires direct or indirect control of Amerindo Investment Advisors Inc. without the prior written approval of the board of directors of the Company (such Person a "Non-grandfathered Stockholder"); and (ii) any Person not covered by (i), above, except a Non-grandfathered Stockholder, who or which is the Beneficial Owner of Common Shares beneficially owned by an Amerindo Holder (each such Person a "Second Tier Grandfathered Stockholder").
Grandfathered Stockholder means, collectively, Equitable Companies/Alliance Capital, its Affiliates and all successors to such entities.
Grandfathered Stockholder means Osicom Technologies, Inc. ("Osicom") and its Affiliates and Associates, other than any Person who or which is not such an Affiliate or Associate on the date of this Agreement and who or which subsequently acquires direct or indirect control of Osicom as a result of which such Person, together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 15% or more of the shares of Voting Stock of the Company then outstanding.