Interested Shareholder. Section 1(j) Permitted Offer.....................................................Section 1(k) Person..............................................................Section 1(l) Preferred Shares....................................................Section 1(m) Principal Party....................................................Section 13(b) Proration Factor..............................................Section 11(a)(iii) Purchase Price......................................................Section 4(a) Record Date..............................................................
Interested Shareholder. As of the date of this Agreement, none of Parent, Merger Sub or any of their Affiliates is an "Interested Shareholder" as such term is defined in Section 14A:10A-3 of the NJBCA.
Interested Shareholder. “Interested Shareholder” means any person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation), that (1) is the owner of 15% or more of the outstanding Voting Shares of the Corporation; or (2) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding Voting Shares of the Corporation at any time within the three (3)-year period immediately prior to the date on which it is sought to be determined whether such person is an Interested Shareholder; or (3) the affiliates and associates of any person listed in clauses (1) and (2) above; provided, however, that the term “Interested Shareholder” shall not include any Person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Corporation; provided, that such Person shall be an Interested Shareholder if thereafter such Person acquires additional Voting Shares of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly, by such person. For the purpose of determining whether a Person is an Interested Shareholder, the Voting Shares of the Corporation deemed to be outstanding shall include Voting Shares deemed to be owned by the Person through application of subsection (a)(viii) below, but shall not include any other unissued shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
Interested Shareholder. As of the date hereof (excluding any beneficial ownership that may be attributed to Parent or Merger Sub by virtue of any transaction contemplated by this Agreement or by the execution of this Agreement), (i) neither Parent, Merger Sub nor any of their affiliates is, with respect to the Company, an "Interested Shareholder", as such term is defined in Chapter 110F of the MBCL and (ii) neither Parent, Merger Sub nor any of their affiliates beneficially owns any Company Common Shares.
Interested Shareholder. 24 Section 4.15 Ownership of Merger Sub; No Prior Activities..................24 Section 4.16
Interested Shareholder. Prior to the Company Board approving this Agreement, the Merger, and the other transactions contemplated hereby for purposes of the applicable provisions of the MBCA, neither Parent nor Merger Sub, nor any affiliate of Parent or Merger Sub, alone or together with any other Person, was at any time during the past four years an “interested shareholder” of the Company or an “affiliate” or an “associate” of an “interested shareholder” of the Company (as each such term is defined under the MBCA).
Interested Shareholder. At the time immediately preceding the date of this Agreement, neither DGI nor any of its Affiliates is, with respect to MICO, an “interested shareholder” as such term is defined in Section 778 of the MBCA and or Section 203 of the DGCL.
Interested Shareholder. Buyer represents and warrants that, except to the extent that Buyer may be deemed to have a beneficial ownership interest in, or be the direct or indirect owner of, Company Common Stock (or "voting power" or "voting stock" with respect thereto, or entitled to exercise or direct the exercise of the foregoing) owned by GenAmerica or any of its direct or indirect Subsidiaries (including, without limitation, EIM) under Section 351.407 or 351.459 of the Missouri Revised Statutes or under the Rights Agreement as a result of the execution and delivery of the General American Agreement, at no time from March 1, 1993 through the date hereof has Buyer, alone or as part of a group, been, within the meaning of Section 351.407 or 351.459 of the Missouri Revised Statutes or the Rights Agreement, the "beneficial owner" or the direct or indirect owner of, or entitled to exercise or direct the exercise of, twenty percent (20%) or more of the Company's then outstanding "voting power" and/or "voting stock."
Interested Shareholder. Neither Parent nor any of its Subsidiaries is, or has been at any time during the period commencing three years prior to the date hereof through the date hereof, an “interested shareholder” of the Company, as such term is defined in Section 60.825 of the OBCA.
Interested Shareholder any Person (other than the Company or any Subsidiary and other than any profit sharing, employee share ownership or other employee benefit plan of the Company or any Subsidiary or any trustee of a fiduciary with respect to any such plan when acting in such capacity) who
(a) is or has announced or publicly disclosed a plan or intention to become the beneficial owner of Voting Shares representing fifteen percent (15%) or more of the vote entitled to be cast by the holders of all then outstanding shares of Voting Shares, or
(b) is an Affiliate or Associate of the Company and at any time within the three (3) year period immediately prior to the date in question was the beneficial owner of Voting Shares representing fifteen percent (15%) or more of the votes entitled to be case by the holders of all then outstanding shares of Voting Shares.
