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 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.”
Examples of Grandfathered Stockholder in a sentence
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 expires, terminates or no longer confers any benefit to - 1 - Page 168 of 262SEC Filings | Investor Relations | Spectrum Brands 2/26/2018http://phx.corporate-ir.net/phoenix.zhtml?c=75225&p=irol-SECText&TEXT=aHR0cDovL2FwaS50ZW5r...
A Person shall cease to be a Grandfathered Stockholder as of the first date that such Person beneficially owns less than 15% of the outstanding Class B Common Stock or less than 15% of the outstanding Common Stock.
In connection with the issuance of the New Warrants, on March 28, 2019, the Company entered into another amendment to the Rights Agreement, for the purpose of modifying the definition of “Acquiring Person” under the Rights Agreement to permit each of the Investors to remain a Grandfathered Stockholder (as defined in the Rights Agreement) and not be deemed an “Acquiring Person” under the Rights Agreement in connection with the Investors’ purchase of the New Warrants.
More Definitions of Grandfathered Stockholder
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 each stockholder that beneficially owns, as of the date of this Agreement, 10% or more of the Common Shares and its Affiliates and Associates; provided, however, a Person will only be deemed to be a Grandfathered Stockholder if such 10% or more ownership is disclosed on the appropriate filings with the Securities and Exchange Commission on the date hereof and such Person acquired its ownership position in the Company with the approval of the Board of Directors of the Company.
Grandfathered Stockholder means, collectively, Equitable Companies/Alliance Capital, its Affiliates and all successors to such entities.
Grandfathered Stockholder means at any time the Xxxxx Family or any member of the Xxxxx Family; provided, however, that the Xxxxx Family shall not be a Grandfathered Stockholder if the Xxxxx Family or any member of the Xxxxx Family makes an acquisition of Common Stock that would increase the aggregate ownership of the Xxxxx Family to 45% or more of the outstanding Common Stock or such amount in excess of 45% as may be approved by the Company’s Board of Directors.
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.
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 (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.