Amendment to Definition of Beneficial Owner Sample Clauses

Amendment to Definition of Beneficial Owner. Section 1(e) of the Current Rights Agreement is amended by (i) deleting the word “or” at the end of subsection (4); (ii) replacing the “.” at the end of subsection (5) with “; or”; and (iii) adding the following new subsection “(6)”: “which such Person would be deemed to actually or constructively own for purposes of Section 382, or any successor provision or replacement provision.”
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Amendment to Definition of Beneficial Owner. Section 1(e) of the Current Rights Agreement is amended by adding the following to the end of Section 1(e): “No Person shall be deemed to be the “Beneficial Owner” of, or be deemed to “beneficially own” pursuant to this Section 1(e) (x) solely as a result of the Right to Acquire such securities unless the acquisition or transfer of such Right to Acquire would be deemed, on the date of such acquisition or transfer, to constitute the exercise of such Right to Acquire for purposes of Section 1.382-4(d) of the Treasury Regulations promulgated under Section 382, or (y) solely as a result of any agreement, arrangement, understanding or relationship unless the effect thereof is to treat such Person, or any of such Person’s Affiliates or Associates, as an “entity” under Section 1.382-3(a)(1) of the Treasury Regulations promulgated under Section 382.”
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Amendment to Definition of Beneficial Owner. Section 1(d) of the Rights Agreement is hereby amended by replacing the last paragraph of such Section 1(d) with the following: "Notwithstanding anything in this Section 1(d) to the contrary, none of the Exempted Persons, either individually, collectively or in any combination, shall be deemed to be a beneficial owner of or to beneficially own any securities beneficially owned, directly or indirectly, by any other Exempted Person regardless of any agreements, arrangements or understandings among any Exempted Persons, by virtue of or as a result of (i) actions taken in furtherance of the formation of a group consisting solely of Exempted Persons in connection with the Board Agreement and the transactions contemplated thereby, (ii) the execution of the Board Agreement, (iii) on or after the KU Loan Date, the acquisition of the Warrants and/or the acquisition of any securities issuable pursuant to the Warrants, (iv) on or after the KU Loan Date, after giving effect to the issuance of the Warrants (and all securities issuable pursuant to the Warrants), the acquisition of up to an additional ten percent (10%) of the fully-diluted capital stock of the Company (calculated in accordance with SFAS 128) outstanding from time to time after the KU Loan Date; provided, that any such acquisition of capital stock pursuant to the foregoing clause (iv) is made in one or more transactions through purchases in the open market, or (v) the consummation of the other transactions contemplated by the Board Agreement. Notwithstanding anything in this Section 1(d) to the contrary, in the event that the Board Agreement is terminated in accordance with the terms of Section 5.4 thereof, the foregoing clauses (iii) and (iv) shall be deemed to be null and void, and of no further force or effect."
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Amendment to Definition of Beneficial Owner. The definition of “Beneficial Owner” in Section 1 of the Rights Agreement is hereby amended to add the following at the end of the definition: “; and provided, further that, no Person shall be deemed to beneficially own securities that the Person has the right to acquire pursuant to unexercised options granted pursuant to employee benefit plans or employee stock plans of the Company (except that a Person shall be deemed to beneficially own such securities upon the exercise of any such options).”
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Amendment to Definition of Beneficial Owner. Section 1(d) of the Rights Agreement is hereby amended by replacing the last paragraph of such Section 1(d) with the following paragraph: "Notwithstanding anything in this Section 1(d) to the contrary, none of the Series F Investors, either individually, collectively or in any combination, shall be deemed to be a beneficial owner of or to beneficially own any securities beneficially owned, directly or indirectly, by any other Series F Investor regardless of any agreements, arrangements or understandings among any Series F Investors, solely by virtue of or as a result of (A) actions taken in furtherance of the formation of a group consisting solely of Series F Investors in connection with the Series F Preferred Stock Purchase Agreement and the transactions contemplated thereby, or (B) the execution of the Series F Preferred Stock Purchase Agreement; provided, however, that each member of the KU Group shall be deemed to be a beneficial owner of and to beneficially own any securities beneficially owned, directly or indirectly, by each other member of the KU Group."
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Amendment to Definition of Beneficial Owner. Section 1(c) of the Agreement is hereby amended by adding the following sentence to the end of such section: “For purposes of this Agreement, neither Parent nor any of its Affiliates or Associates will be deemed to be the Beneficial Owner of, or to beneficially own any shares of Common Stock by virtue of, or as a result of, any transaction contemplated by, or pursuant to the Merger Agreement as defined in Section 34.”
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Amendment to Definition of Beneficial Owner. Section 1(d) of the Rights Agreement is hereby amended by inserting the following sentence at the end of such Section1(d): “Notwithstanding anything in this Section 1(d) to the contrary, none of the Exempted Persons, either individually, collectively or in any combination, shall be deemed to be a beneficial owner of or to beneficially own any securities beneficially owned, directly or indirectly, by any other Exempted Person solely by virtue of or as a result of any Exempted Transaction.”
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Amendment to Definition of Beneficial Owner. Section 1(f) of the Rights Agreement is hereby amended by deleting the word “or” at the end of subsection (iii) thereof, deleting the period at the end of subsection (iv) thereof and inserting “; or” in lieu thereof and adding a new subsection (v) which shall read as follows: (v) which are the subject of, or the reference securities for, or that underlie, any Derivative Transaction entered into by or on behalf of such Person or any of such Person’s Affiliates or Associates, with the number of shares of Common Stock or other securities deemed beneficially owned being the notional or other number of shares of Common Stock or other securities to be acquired or that can be acquired (or any other security that would otherwise be “beneficially owned” by ownership of such security to be acquired or that can be acquired) upon the exercise or settlement of the Derivative Transaction or are the basis upon which the value or settlement amount of such Derivative Transaction is to be calculated in whole or in part, as determined by the Board of Directors of the Company in its sole discretion.
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Related to Amendment to Definition of Beneficial Owner

  • Amendment to Definitions In Section 1.01, amendments are made to the definitions as follows:

  • Incorporation of Plan by Reference The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interest hereunder, with respect to any issue arising hereunder or thereunder.

  • Incorporation of Certain Definitions by Reference Each capitalized term used herein and not otherwise defined herein shall have the meaning provided therefor (including by incorporation by reference) in the Related Documents.

  • Incorporation of Recitals; Definitions The recitals set forth above are hereby incorporated herein by reference as if set forth in full in the body of this Amendment. Capitalized terms used but not otherwise defined in this Amendment have the respective meanings given to them in the Current Lease.

  • Transfer Definitions For purposes of this Article 7 “

  • Incorporation By Reference; Plan Document Receipt This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

  • Incorporation of Recitals; Defined Terms The parties hereto acknowledge that the Recitals set forth above are true and correct in all material respects. The defined terms in the Recitals set forth above are hereby incorporated into this Agreement by reference. All other capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement.

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Amendment to Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:

  • ARTICLE I DEFINITIONS 1 SECTION 1.01.

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