Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the outstanding shares of Common Stock of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Grandfathered Time, plus an additional 1/2%; provided, however, that, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding shares of Common Stock of the Company after the Grandfathered Time, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (ii) the percentage of outstanding shares of Common Stock of the Company that such Grandfathered Person Beneficially Owns immediately following such sale, transfer or disposition, plus an additional 1/2%.
Grandfathered Percentage means, with respect to any Grandfathered Person (as such term is hereinafter defined), the percentage of the outstanding Common Shares that such Grandfathered Person beneficially owned on the date of this Agreement, plus five percentage points.
Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the voting power of the then outstanding shares of Voting Stock that such Grandfathered Person beneficially owns as of the close business on the date of the closing of the initial public offering of shares of common stock of the Corporation in the fall of 1993 plus an additional two (2) percentage points; provided, however, that in the event the underwriters exercise their overallotment option in connection with this initial public offering of shares of common stock, the Grandfathered Percentage shall, from and after the closing of such overallotment option, mean, with respect to any Grandfathered Person, the percentage of the voting power of the then outstanding shares of Voting Stock that such Grandfathered Person beneficially owns as of the close of business on the date of the closing of the overallotment option plus an additional two (2) percentage points; and provided, further, that, in the event of any Grandfathered Person shall sell, transfer or otherwise dispose of any outstanding shares of Voting Stock after the close of business on the date of the closing of the initial public offering of the Corporation’s common stock in the fall of 1993, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale, transfer, or disposition or (ii) the percentage of the voting power of the then outstanding shares of Voting Stock that such Grandfathered Person beneficially owns immediately following such sale, transfer or disposition plus an additional two (2) percentage points.
Examples of Grandfathered Percentage in a sentence
Any person or group that owned 5% or more of the Class B Stock outstanding on April 22, 1992 (a "Grandfathered Person") will not be an Acquiring Person unless the percentage of outstanding shares of Class B Stock owned by that Grandfathered Person subsequently exceeds twice the percentage owned on April 22, 1992, plus an additional 1% (the "Grandfathered Percentage").
However, in the event that any Grandfathered Person sells, transfers or otherwise disposes of any outstanding shares of Common Stock, the Grandfathered Percentage will become the lesser of the Grandfathered Percentage as in effect immediately prior to such transfer, or the percentage of outstanding shares of Common Stock that such Grandfathered Person beneficially owns immediately following such sale, transfer or disposition, plus an additional 1%.
However, “Acquiring Person” shall not include (i) any Exempt Person or (ii) any Grandfathered Person, unless such Grandfathered Person becomes a Beneficial Owner of a percentage interest of the Outstanding Common Stock that is equal to or exceeds such Grandfathered Person’s Grandfathered Percentage.
The maximum aggregate cash value, determined as of the date of grant, of any Performance Unit Awards and Cash-Based Awards granted to any one Employee, singly or in combination, during any one Fiscal Year shall be $10,000,000.
The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% (or in the case of a Grandfathered Person, the Grandfathered Percentage applicable to such Grandfathered Person) or more of our outstanding Common Shares (an “Acquiring Person”) without the approval of our Board.
More Definitions of Grandfathered Percentage
Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the outstanding Common Shares of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Close of Business on the date hereof; provided that, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding Common Shares of the Company after the Close of Business on the date hereof, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (a) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (b) the percentage of outstanding Common Shares of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns immediately following such sale, transfer or disposition.
Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the outstanding Common Shares of the Company that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Grandfathered Time, plus an additional 1/4%; provided, however, that, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding Common Shares of the Company after the Grandfathered Time or if the percentage of outstanding Common Shares of the Company that such Grandfathered Person Beneficially Owns is reduced as a result of the issuance of additional securities of the Company, the Grandfathered Percentage shall, subsequent to such sale, transfer, disposition or dilutive event, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale, transfer, disposition or dilutive event or (ii) the percentage of outstanding Common Shares of the Company that such Grandfathered Person Beneficially Owns immediately following such sale, transfer, disposition or dilutive event, plus an additional 1/4%.
Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the shares of Common Stock outstanding that such Grandfathered Person Beneficially Owns as of the date hereof or the first public announcement of the adoption of this Agreement, as applicable; provided that, in the event any Grandfathered Person shall sell, transfer or otherwise dispose of any shares of Common Stock outstanding after the date hereof or the first public announcement of the adoption of this Agreement, as applicable, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (a) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (b) the percentage of the shares of Common Stock outstanding that such Grandfathered Person Beneficially Owns immediately following such sale, transfer or disposition.
Grandfathered Percentage means, with respect to any Grandfathered Person, the percentage of the Common Shares then in issue that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, beneficially owns as of the Grandfathered Time; provided that, in the event that the percentage of Common Shares then in issue that a Grandfathered Person beneficially owns shall decrease (whether due to the sale, transfer or other disposition of Common Shares by the Grandfathered Person or due to the dilution of the Grandfathered Person's interest in Common Shares as a result of the issuance of additional Common Shares) after the Grandfathered Time, the Grandfathered Percentage, with respect to such Grandfathered Person, shall mean, subsequent to such sale, transfer, disposition or dilution, the percentage of Common Shares then in issue that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, beneficially owns immediately following such sale, transfer, disposition or dilution.
Grandfathered Percentage means the percentage of the outstanding shares of Stock that a Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, beneficially owns as of the Grandfathered Time plus an additional 3.0%. Notwithstanding the foregoing, in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding shares of Stock after the Grandfathered Time, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (ii) the percentage of outstanding shares of Stock that such Grandfathered Person beneficially owns immediately following such sale, transfer or disposition plus an additional 3.0%.
Grandfathered Percentage means, (A) with respect to any Grandfathered Person, the percentage of the outstanding Common Shares that such Grandfathered Person Beneficially Owned on the Amendment Date, or (B) with respect to any Grandfathered Transferee, the percentage of the outstanding Common Shares that such Grandfathered Transferee Beneficially Owns immediately after giving effect to the transaction by which such Grandfathered Transferee first becomes a Grandfathered Transferee; provided that if the percentage of Common Shares Beneficially Owned by any Grandfathered Person or Grandfathered Transferee, as applicable, is reduced for any reason subsequent to the Amendment Date, the Grandfathered Percentage with respect to such Grandfathered Shareholder or Grandfathered Transferee, as applicable, shall be reduced to the same extent.”
Grandfathered Percentage means, with respect to (A) Xxxxxxxxx Xxxxxxx Holdings, the percentage of the outstanding shares of Common Stock that Xxxxxxxxx Xxxxxxx Holdings Beneficially Owns as of the Grandfathered Time, (B) Xxxxxxxxx Xxxxxxx Co-Holdings, the percentage of the outstanding shares of Common Stock that Xxxxxxxxx Xxxxxxx Co-Holdings Beneficially Owns as of the Grandfathered Time, and (C) any other Grandfathered Person, the percentage of the outstanding shares of Common Stock that such Grandfathered Person, together with all Affiliates and Associates of such Grandfathered Person, Beneficially Owns as of the Grandfathered Time. Notwithstanding the foregoing, (X) in the event any Grandfathered Person shall sell, transfer, or otherwise dispose of any outstanding shares of Common Stock after the Grandfathered Time, the Grandfathered Percentage shall, subsequent to such sale, transfer or disposition, mean, with respect to such Grandfathered Person, the lesser of (i) the Grandfathered Percentage as in effect immediately prior to such sale, transfer or disposition or (ii) the percentage of outstanding shares of Common Stock that such Grandfathered Person Beneficially Owns immediately following such sale, transfer or disposition, and (Y) any Grandfathered Person who after the Grandfathered Time becomes the Beneficial Owner of less than 10% of the shares of Common Stock of the Company then outstanding shall cease to be a Grandfathered Person.