Common use of Acquiring Person Clause in Contracts

Acquiring Person. An “Acquiring Person” shall mean any person (as defined in Section 2(d)(iv)) that, together with all Affiliates and Associates of such person (as defined in Section 2(b)), is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding common stock, par value $.01 per share, of the Company or such other securities that may cast a vote for the election of directors of the Company (“Common Stock”). The term “Acquiring Person” shall not include; (i) the Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan of the Company or any subsidiary of the Company or any person holding Common Stock for or pursuant to the terms of any such plan, (iv) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company, or (v) any surviving entity described in Section 2(d)(i)(A) below. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 20% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 20% or more of the outstanding Common Stock.

Acquiring Person. An “Acquiring Person” shall mean any person (as defined in Section 2(d)(iv)) that, together with all Affiliates and Associates of such person (as defined in Section 2(b)), is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of 20% or more of the outstanding common stock, par value $.01 per share, of the Company or such other securities that may cast a vote for the election of directors of the Company (“Common Stock”). The term “Acquiring Person” shall not include; (i) the Company, (ii) any subsidiary of the Company, (iii) any employee benefit plan of the Company or any subsidiary of the Company or any person holding Common Stock for or pursuant to the terms of any such plan, (iv) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company, or (v) any surviving entity described in Section 2(d)(i)(A(d)(i)(A) below. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 20% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 20% or more of the outstanding Common Stock.