Adverse Person. The Purchaser is not an Adverse Person.
Adverse Person. To declare a person an "Adverse Person" requires a determination by the Board that such person, alone or together with its affiliates and associates, has become the beneficial owner of an amount of Common Stock that the Board of Directors determines to be substantial (which amount shall in no event be less than 10% of the shares of Common Stock then outstanding) and a determination by at least a majority of the Board of Directors, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, (i) that such beneficial ownership by such person is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such person with short-term financial gain under circumstances where the Board of Directors determines that the best long-term interests of the Company and its stockholders would not be served by taking such action or entering into such transactions at that time or (ii) that such beneficial ownership is causing or is reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers, impairment of the Company's ability to maintain its competitive position, or impairment of the Company's business reputation or dealings with governmental or regulatory agencies) on the business or prospects of the Company (provided that a finding of suitability, qualification, or the like by any regulatory body shall not necessarily affect the Board of Directors' determination).
Adverse Person. Section 1(c) of the Prior Agreement is hereby deleted and replaced in its entirety with the following:
