Offering Person definition
Offering Person has the meaning set forth in Section 5.2(a).
Offering Person means any Person (other than the Company or any of its Subsidiaries or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person appointed as trustee by the Company or such Subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) who, at the time of the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, (i) has commenced, or has publicly announced its intent to commence, a tender or exchange offer if upon consummation thereof such Person, together with all Affiliates and Associates of such Person, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, (ii) has made by public announcement or by written communication that is or becomes the subject of a public announcement, or has publicly announced its intent to make, a proposal to the Company or its stockholders for (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries, (y) a purchase or other acquisition of all or a substantial portion of the assets or deposits of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding (any transaction of the type described in clauses (x), (y) or (z) of this paragraph (ii), an "Acquisition Transaction"), or (iii) has filed an application or notice with the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority, which application or notice seeks approval to engage in any transaction constituting an Acquisition Transaction. (s) "Person" shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, syndicate or other entity and includes, without limitation, an unincorporated group of persons who, by formal or informal agreement or arrangement (whether or not in writing), have embarked on a common purpose or act. (t) "Preferred Stock" shall mean shares of Series A Junior Participating Preferred Stock, no par value, of the Company, and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating...
Offering Person means any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) the Approved Group) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding.
Examples of Offering Person in a sentence
If the Transfer Shares are not transferred to such Offering Person within such one hundred and twenty- (120) day period, then such Transfer Shares may be transferred only by again complying with all of the terms and procedures set forth in this Section 5.2.
If the Transferring Shareholder does not receive a Purchase Notice from an Offering Person within the thirty (30)-day period specified above, such Offering Person shall be deemed to have declined to purchase the Transfer Shares pursuant to this Section 5.2.
If Owner does not desire to purchase the Offered Stock, the Offering Person will have the right to transfer the Offered Stock, or available portion thereof, to the third party purchaser pursuant to the terms of the offer.
If the Lessee fails to exercise the right of first refusal within 30 days of the receipt of the offer, then the offer shall expire and the Lessor shall thereafter have the right to sell the Leased Premises, without notice to the Lessee, to the Offering Person, provide the sale is consummated within 90 days of the date the Lessee receives the notice from the Lessor.
If Owner elects to exercise its option to purchase the Offered Stock, Owner will give written notice to that effect to the Offering Person.
The provisions of Section 14.2(e) and this Section 14.2(f) shall thereupon be applied until the Operator is able to allocate a proportionate share of the Request for Capacity among all Offering Persons (excluding, for certainty, any Conditional Offering Person).
Unless otherwise agreed by all of the Offering Persons and subject to Sections 14.2(e) and 14.2(f), if the Offering Persons collectively offer to make available more Offered Capacity in a Functional Unit than is required to accommodate the Request for Capacity, each Offering Person shall be entitled to make available a proportionate share thereof.
More Definitions of Offering Person
Offering Person means any Person, (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) the Approved Group) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender offer or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding.
Section 4. Section 3(a) of the Agreement is hereby amended by deleting the phrase "30% or more" and substituting in lieu thereof the phrase "10% or more."
Section 5. Section 11(a)(ii)(A) of the Agreement is hereby amended and restated in its entirety to read as follows:
(A) any Person (other than (1) the Company, (2) any Subsidiary of the Company, (3) any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (4) the Approved Group), alone or together with its Affiliates and Associates, shall, at any time after the Distribution Date, become the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding, unless the event causing the 10% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or
Section 6. Section 11(a)(iii) of the Agreement is hereby amended by deleting the phrase "Restated Certificate of Incorporation" and substituting in lieu thereof the phrase "Articles of Incorporation."
Section 7. Section 23 of the Agreement is hereby amended by deleting paragraph (b) thereof and by redesignating the succeeding paragraphs of such section as (b), (c) and (d).
Section 8. Section 32 of the Agreement is hereby amended by deleting the phrase "State of Delaware" and substituting in lieu thereof the phrase "State of Washington."
Section 9. In all other respects, the Agreement is hereby ratified and confirmed.
Section 10. From and after the date hereof, each reference in the Rights Agreement to "this Agreement," "hereof," "hereunder," or words of like import and all references to the Rights Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean t...
Offering Person in Section 1 of the Agreement and of this First Amendment effecting such reduction and making certain other modifications and technical corrections to the Agreement (together, the "Proposed Amendments") is in the best interests of the Company and its shareholders, as well as other pertinent factors; and
Offering Person means any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding.
Offering Person shall have the meaning set forth in Section 2(f)(xv).
Offering Person means a User (including Producer) which has delivered a notice to Operator offering to release capacity in response to a Capacity Use Notice delivered to it by Operator;
Offering Person means any Person (other than the Company or any of its Subsidiaries or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person appointed as trustee by the Company or such Subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) who, at the time of the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, (i) has commenced, or has publicly announced its intent to commence, a tender or exchange offer if upon consummation thereof such Person, together with all Affiliates and Associates of such Person, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, or (ii) has made by public announcement or by written communication that is or becomes the subject of a public announcement, or has publicly announced its intent to make, a proposal to the Company or its stockholders for (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries, (y) a purchase or other acquisition of all or a substantial portion of the assets or deposits of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding (any transaction of the type described in clauses (x), (y) or (z) of this paragraph (ii), an "Acquisition Transaction").