Acquiring Persons Clause Samples

Acquiring Persons. None of Parent, Merger Sub or their respective Affiliates is or ever has been an “acquiring person” (as defined in Section 23B.19.020 of the WBCA) with respect to the Company.

Acquiring Persons. It shall have been publicly disclosed or Acquiror shall have learned that any person, entity, or "group" (as that term is defined in Section 13(d)(3) of the Exchange Act) (an "Acquiring Person"), other than Acquiror or its affiliates or any group of which any of them is a member, shall have acquired beneficial ownership (determined pursuant to Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of more than 19.9 percent of any class or series of capital stock of Company through the acquisition of stock, the formation of a group or otherwise, or shall have been granted an option, right, or warrant, conditional or otherwise, to acquire beneficial ownership of more than 19.9 percent of any class or series of capital stock of Company; or

Acquiring Persons. No "acquiring persons" in the transactions contemplated hereby have assets or sales of $10 million or more within the meaning of the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended and the implementing regulations thereunder.

Acquiring Persons. No person or group will become an Acquiring Person if the Company’s Board of Directors determines that such person crossed the relevant ownership threshold inadvertently, and such person or group promptly sells shares of Common Stock until they own less than 10% (or, in the case of passive institutional investors, 20%) of the outstanding Common Stock or established to the Board’s satisfaction that such Person did not cross the relevant ownership threshold with an intent to cause a change of control or influence the management or policies of the Company. The Rights Agreement provides that any person that beneficially owned, together with any affiliates and associates of that person, 10% (or, in the case of passive institutional investors, 20%) or more of the outstanding Common Stock immediately prior to the first public announcement of the adoption of the Rights Agreement (each a “Grandfathered Person”), shall not be deemed to be an Acquiring Person for purposes of the Rights Agreement and does not acquire shares of Common Stock to an amount equal to or greater than the greater of (i) 10% (or, in the case of passive institutional investors, 20%) and (ii) the sum of the lowest beneficial ownership of such person since the first public announcement of adoption of the Rights Agreement plus one share of Common Stock.

Acquiring Persons. The term "Acquiring Persons" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of fifteen percent (15%) or more of the shares of Common Stock then outstanding. Notwithstanding the foregoing, the term "Acquiring Person" shall not include: (i) 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, or (ii) any Person who or which, together with Affiliates and Associates of such Person, would be an Acquiring Person solely by reason of (A) being the Beneficial Owner of shares of Voting Stock of the Company, the Beneficial Ownership of which was acquired by such Persons pursuant to any action or transaction or series of related actions or transactions approved by the Board of Directors (provided, however that at the time of such approval of the Board of Directors there are then in office not less than two Continuing Directors (as such term is hereinafter defined) and such action or transaction or series of related actions or transactions are approved by a majority of the Continuing Directors then in office) before such Person otherwise became an Acquiring Person or (B) a reduction in the number of issued and outstanding shares of Voting Stock of the Company pursuant to a transaction or a series of related transactions approved by the Board of Directors (provided that at the time of such approval of the Board of Directors there are then in office not less than two Continuing Directors and such transaction or series of related transactions are approved by a majority of the Continuing Directors then in office); provided, further, however, that in the event such Person described in the foregoing clause (ii) does not become an Acquiring Person by reason of subclause (A) or (B) of said clause (ii), such Person shall nonetheless become an Acquiring Person in the event such Person thereafter acquires Beneficial Ownership of an additional one percent (1%) of the Voting Stock of the Company, unless the acquisition of such additional Voting Stock would not result in such Person becoming an Acquiring Person by reason of subclause (A) or (B) of subclause (ii).