AcquiringPerson definition

AcquiringPerson means any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% or more of the then outstanding Class A Common Shares (other than as a result of a Permitted Offer (as hereinafter defined)) or was such a Beneficial Owner at any time after the date hereof, whether or not such Person continues to be the Beneficial Owner of 15% or more of the then outstanding Class A Common Shares, but shall not include the Company, any Subsidiary of the Company, any employee benefit plan or employee stock ownership plan of the Company or of any Subsidiary of the Company or any person organized, appointed or established by the Company or any Subsidiary of the Company for or pursuant to the terms of any such plan. In any case, an Exempt Person (as such term is hereinafter defined), so long as such Person remains an Exempt Person, is not an Acquiring Person and an acquisition of Class A Common Shares by an Exempt Person is not a Triggering Event, so long as such acquisition is an Exempt Event. Notwithstanding the foregoing, no Person shall become an “AcquiringPerson:” (i) as the result of an acquisition of Class A Common Shares by the Company that, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the Class A Common Shares then outstanding; (ii) as the result of such Person becoming the Beneficial Owner of 15% or more of the Class A Common Shares then outstanding as determined above solely as a result of an Exempt Event; provided, however, that if a Person becomes the Beneficial Owner of 15% or more of the Class A Common Shares then outstanding by reason of such a share acquisition by the Company or the occurrence of such an Exempt Event and such Person shall, after becoming the Beneficial Owner of any such Class A Common Shares, become the Beneficial Owner of any additional Class A Common Shares by any means whatsoever (other than as a result of the subsequent occurrence of an Exempt Event, a share acquisition by the Company, a stock dividend or a subdivision of the Class A Common Shares into a larger number of shares or a similar transaction), then such Person shall be deemed to be an “Acquiring Person;” or (iii) if (A) within five Business Days after such Person would otherwise have become an Acquiring Person (but for the operation of this subclause (iii)), such Person notifies the Board of Directors that such Person did ...
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AcquiringPerson means any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 15% (the “Designated Percentage”) or more of the Common Shares of the Company then outstanding, but shall not include (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 (iv) any entity holding Common Shares for or pursuant to the terms of any such plan. Notwithstanding the foregoing,
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Related to AcquiringPerson

  • Acquiring Person shall have the meaning ascribed to such term in Section 4.5.

  • Acquiring Company means a person who obtains Control of the Company;

  • Acquiring Corporation means (i) the continuing or surviving corporation of a consolidation or merger with Issuer (if other than Issuer), (ii) Issuer in a merger in which Issuer is the continuing or surviving person, and (iii) the transferee of all or substantially all of Issuer's assets.

  • Competitor means any company, other entity or association or individual that directly or indirectly is engaged in the Company’s Business.

  • Acquiring Party has the meaning given such term in Section 4.1.

  • Subject Person has the meaning assigned to such term in the definition of “Consolidated Net Income”.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Acquiring Entity means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Controlling Interest means: (1) an ownership interest or participating interest in a business entity by virtue of units, percentage, shares, stock, or otherwise that exceeds 10 percent; (2) membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or (3) service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers.

  • Entity means a corporation, partnership, limited liability company or other entity.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Permitted Transferee Any Transferee of a Residual Certificate other than a Disqualified Organization or Non-United States Person.

  • Acquirer means a business organization, financial institution, or an agent of a business organization or financial institution that has authority from an organization that operates or licenses a credit card system to authorize merchants to accept, transmit, or process payment by credit card through the credit card system for money, goods or services, or anything else of value.

  • Person means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Exchange Act Person means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.

  • Substantial Stockholder means any person, other than the Corporation or any Subsidiary, who or which is the Beneficial Owner, directly or indirectly, of 10% or more of the outstanding shares of Common Stock (determined solely on the basis of the total number of shares so beneficially owned and without giving effect to the number of percentage of votes entitled to be cast in respect of such shares) in relation to the total number of shares of Common Stock issued and outstanding.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • Acquiring Bank means a financial institution that receives credit card transactions and then settles with the card-issuing banks.

  • Business entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • Existing Shareholder means any Person that is a holder of Ordinary Shares as of December 8, 2017.

  • Company Control Person means each director, executive officer, promoter, and such other Persons as may be deemed in control of the Company pursuant to Rule 405 under the 1933 Act or Section 20 of the 1934 Act (as defined below).