Adverse Person definition

Adverse Person means any Person declared to be an Adverse Person by the Board of Directors upon a determination that the criteria set forth in Section 11(a)(ii)(B) apply to such Person.

Adverse Person means any Person declared to be an Adverse Person by the Board after (x) a determination that such Person, alone or together with its Affiliates or Associates, has become the Beneficial Owner of 15% or more of the Common Shares and (y) a determination by the Board, after reasonable inquiry and investigation, including such consultation, if any, with such persons as such directors shall deem appropriate, that (a) such Beneficial Ownership by such Person is intended to cause, is reasonably likely to cause or will cause the Company to repurchase the Common Shares beneficially owned by such Person or to cause pressure on the Company to take action or enter into a transaction or series of transactions which would provide such Person with short-term financial gain under circumstances where the Board determines that the best long-term interests of the Company and its shareholders, but for the actions and possible actions of such Person, would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such Beneficial Ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the Company's ability to maintain its competitive position) on the business or prospect of the Company; provided, however, that the Board may not declare a Person to be an Adverse Person if, such Person provided to the Board in writing a statement of such Person's acquisition of Common Shares, together with any other information reasonably requested of such Person by the Board, and the Board, based on such statement and reasonable inquiry and investigation, including such consultation, if any, with such person as the directors shall deem appropriate, determines to notify and notifies such Person in writing that it will not declare such Person to be an Adverse Person; provided, further, that the Board may expressly condition in any manner a determination not to declare a Person an Adverse Person on such conditions as the Board may select, including, without limitation, such Person's not acquiring more than a specified amount of stock and/or on such Person's not taking actions inconsistent with the purposes and intention disclosed by such Person in the statement provided to the Board. No delay or failure by the Board to declare a Person to be an Adverse Person shall in any way waive or otherwise affect the power of the Board subseq...

Adverse Person means any Person whom the Board of Directors of the Company determines is a competitor or a potential competitor of the Company or its Subsidiaries.

Examples of Adverse Person in a sentence

• The Company shall use all reasonable efforts to insure that the provisions of this Section 7(e) and Section 4(b) hereof are complied with, but shall have no liability to any holder of Rights Certificates or other Person as a result of its failure to make any determinations with respect to an Acquiring Person or Adverse Person or any of their respective Affiliates, Associates or transferees hereunder.

• Notwithstanding the foregoing, the Board of Directors may not redeem any Rights following a determination pursuant to Section 11(a)(ii)(B) that any Person is an Adverse Person.

• Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

• Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person, an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

• No delay or failure by the Board of Directors to declare a Person to be an Adverse Person shall in any way waive or otherwise affect the power of the Board of Directors subsequently to declare a Person to be an Adverse Person.

More Definitions of Adverse Person

Adverse Person means any Person identified in SCHEDULE B hereto, any additional Persons to be mutually agreed in writing by the Company and the Investors from time to time, and any controlled Affiliates of any of the foregoing.

Adverse Person means any Person declared to be an Adverse Person by a majority of the Board upon determination that the criteria set forth in Section 11(a)(ii)(B) apply to such person.

Adverse Person means any Person who, either directly or through an Affiliate, is a competitor of, or is otherwise materially adverse to, the Company or any of its Subsidiaries as reasonably determined by the Board of Managers in good faith; provided, however, that a Person shall not be deemed an Adverse Person solely as a result of owning directly or indirectly, five percent (5%) or less of the outstanding capital stock of a publicly traded company that is a competitor of the Company.

Adverse Person means any Person declared to be an Adverse Person by the Board of Directors upon determination that the criteria set forth in Section 11(a)(ii)(B) apply to such Person; provided, however, that the Board of Directors shall not declare any Person who is the Beneficial Owner of 10% or more of the outstanding Common Stock of the Company to be an Adverse Person if such Person has reported or is required to report such ownership on Schedule 13G under the Exchange Act (or any comparable or successor report) or on Schedule 13D under the Exchange Act (or any comparable or successor report) which Schedule 13D does not state any intention to or reserve the right to control or influence the management or policies of the Company or engage in any of the actions specified in Item 4 of such Schedule (other than the disposition of the Common Stock) so long as such Person neither reports nor is required to report such ownership other than as described in this proviso to Section 1(b).

Adverse Person means such Persons to be mutually agreed and designated in writing by JD and the Company from time to time, and including such Persons’ Affiliates.

Adverse Person means such Persons to be mutually agreed and designated in writing by the Investors and the Company from time to time, and including such Persons’ Affiliates, and any Person in which any of such Persons (together with their Affiliates) directly or indirectly, hold at least 50% voting interest or own at least 50% beneficial interest at any time.

Adverse Person means any Person who or which, together with all Affiliates and Associates of such Person shall become the direct or indirect Beneficial Owner of ten percent (10%) or more of the outstanding shares of Common Stock and is deemed by a majority of the members of the Board of Directors of the Company to be a Person whose ownership interest would cause a material adverse impact on the business or prospects of the Company or its shareholders.