Exempt Person. Exempt Person" shall mean: (i)(A) the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company and (B) any person organized, appointed or established by the Company 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 any subsidiary of the Company; (ii) the Executive, any Affiliate of the Executive which the Executive controls or any group (as that term is used in Exchange Act Rule 13d-5(b)) of which the Executive or any such Affiliate is a member; and (iii) so long as Philip remains the Beneficial Owner of 15% or more of the outstanding shares of Common Stock, Philip.
Exempt Person. “Exempt Person” means (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company in such capacity, (b) a corporation or other 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 (c) any Person beneficial stockholder or group, as defined by Rule 13d-5 of the Exchange Act, which holds as of the date hereof securities possessing more than twenty-five percent (25%) of the total combined voting power of the Company’s outstanding securities.
Exempt Person. For purposes of this Agreement, “Exempt Person” shall mean (i) Xxxxxx X. XxXxxxxx; (ii) Xxxxxx X. XxXxxxxx; (iii) any Exempt Descendant (as defined below); (iv) any corporation, partnership, trust or other organization a majority of the beneficial ownership interest of which is owned directly or indirectly by one or more of Xxxxxx X. XxXxxxxx, Xxxxxx X. XxXxxxxx or any Exempt Descendant; (v) any estate or other successor-in-interest by operation of law of Xxxxxx X. XxXxxxxx, Xxxxxx X. XxXxxxxx or any Exempt Descendant; and (vi) with reference to an issuer, any group within the meaning of Rule 13d-5(b) under the Exchange Act, if the majority of the shares of such issuer beneficially owned by such group is attributable to shares of such issuer which would be considered beneficially owned by individuals and entities described in (i) through (v) inclusive absent the existence of the group. For purposes of this definition, “Exempt Descendant” shall mean any child, grandchild or other descendant of Xxxxxx X. XxXxxxxx, or any spouse of any such child, grandchild or other descendant, including in all cases adoptive relationships.
Exempt Person. Exempt Person" shall mean: (i)(A) the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company and (B) any person organized, appointed or established by the Company 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 any subsidiary of the Company; (ii) the Executive, any Affiliate of the Executive which the Executive controls or any group (as that term is used in Exchange Act Rule 13d-5(b)) of which the Executive or any such Affiliate is a member; (iii) Allwaste, Inc., a Delaware corporation and any Affiliate (other than the Executive, if the Executive is an Affiliate) of Allwaste, Inc. (collectively, "Allwaste"); and (iv) The Roger L. Miller Family Trust and any beneficiary or xxxxxxx of The Roger L. Miller Family Trust (collectively, txx "Xxxxxx Xxxxt"); provided, however, that Allwaxxx xx the Miller Trust shall cease to be an Exempt Persxx xx at any time after the IPO Closing Date (A) that person becomes the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or (B) any other person, other than the Executive, who is the Beneficial Owner of at least 1% of the then outstanding shares of Common Stock shall become an Affiliate of that person.
Exempt Person any one or more of the following: (i) any descendant of W.W. Xxxxxxxx, xr any spouse, widow or widower of W.W. Xxxxxxxx xx any such descendant (any such descendants, spouses, widows and widowers collectively defined as the “Grainger Family Members”); (ii) any descendant of E.O. Xxxxxx, xr any spouse, widow or widower of E.O. Xxxxxx xx any such descendant (any such descendants, spouses, widows and widowers collectively defined as the “Slaxxx Xxmily Members” and with the Grainger Family Members collectively defined as the “Family Members”); (iii) any trust which is in existence on the Agreement Date and which has been established by one or more Grainger Family Members, any estate of a Grainger Family Member who died on or before the Agreement Date, and The Grainger Foundation (such trusts, estates and named entity collectively defined as the “Grainger Family Entities”); (iv) any trust which is in existence on the Agreement Date and which has been established by one or more Slaxxx Xxmily Members, any estate of a Slavik Family Member who died on or before the Agreement Date and Marx XX Xxpital, Inc. (such trusts, estates and named entities collectively defined as the “Slaxxx Xxmily Entities” and with the Grainger Family Entities collectively defined as the “Existing Family Entities”); (v) any estate of a Family Member who dies after the Agreement Date or any trust established after the Agreement Date by one or more Family Members or Existing Family Entities; provided that one or more Family Members, Existing Family Entities or charitable organizations which qualify as exempt organizations under Section 501(c) of the Internal Revenue Code of 1986, as amended (“Charitable Organizations”), collectively are the beneficiaries of at least 50% of the actuarially-determined beneficial interests in such estate or trust; (vi) any Charitable Organization which is established by one or more Family Members or Existing Family Entities (a “Family Charitable Organization”); (vii) any corporation of which a majority of the voting power and a majority of the equity interest is held, directly or indirectly, by or for the benefit of one or more Family Members, Existing Family Entities, estates or trusts described in clause (e) above, or Family Charitable Organizations; or (viii) any partnership or other entity or arrangement of which a majority of the voting interest and a majority of the economic interest is held, directly or indirectly, by or for the benefit of one or more Fami...
Exempt Person. For purposes of this Agreement, "Exempt Person" shall mean (i) Xxxxxx X. XxXxxxxx; (ii) Xxxxxx X. XxXxxxxx; (iii) any Exempt Descendant (as defined below); (iv) any corporation, partnership, trust or other organization a majority of the beneficial ownership interest of which is owned directly or indirectly by one or more of Xxxxxx X. XxXxxxxx, Xxxxxx X. XxXxxxxx or any Exempt Descendant; (v) any estate or other successor-in-interest by operation of law of Xxxxxx X. XxXxxxxx, Xxxxxx X. XxXxxxxx or any Exempt Descendant; (vi) The Somerset Group, Inc., so long as it is controlled by one or more individuals and entities described in (i) through (v) inclusive; and (vii) with reference to an issuer, any group within the meaning of Rule 13d-5(b) under the Exchange Act, if the majority of the shares of such issuer beneficially owned by such group is attributable to shares of such issuer which would be 4 (10k page 140)
Exempt Person. New paragraphs (vii), (viii) and (ix), as follow, are hereby added to the definition of Exempt Person in Section 1(q) of the Rights Agreement:
Exempt Person. The term "Exempt Person" shall mean (i) J. Xxxxx Xxxxxxx, Xx.; (ii)
Exempt Person. For purposes of this Agreement, "Exempt Person" shall mean (i) Robert H. McKinney; (ii) Arlene A. McKinney; (iii) any Exempt Descendxxx (xx xxxxxxx xxlow); (xx) xxx xxxxxxxxxxn, partnership, trust or other organization a majority of the beneficial ownership interest of which is owned directly or indirectly by one or more of Robert H.
