Grandfathered Persons definition

Grandfathered Persons means: (i) Xxxxxx X. Xxxxxx; (ii) any spouse (including any former or future spouse) of any Person described in subparagraph (i) of this paragraph (n); (iii) any child or grandchild, whether by birth or adoption, whether now living or hereafter born, of any Person described in subparagraph (i) or (ii) of this paragraph (n); (iv) any spouse (including any former or future spouse) of any Person described in subparagraph (iii) of this paragraph (n); (v) any estate of, or the executor or administrator of any estate of, or any guardian or custodian for, any Person described in subparagraph (i), (ii), (iii) or (iv) of this paragraph (n) (so long as such executor, administrator, guardian or custodian is acting in his or her capacity as such); (vi) any legal advisor of any Person described in subparagraph (i), (ii), (iii), (iv), (v), (vii) or (viii) of this paragraph (n) who is given a revocable proxy by such Person with respect to voting securities of the Company of which such Person is the Beneficial Owner or who is or becomes an attorney-in-fact or agent of such Person; (vii) any organization (whether now existing or hereafter formed) described in Section 501(c)(3) of the Internal Revenue Code; (viii) any corporation, trust (including any voting trust), general partnership, limited partnership, organization or other entity (whether now existing or hereafter formed) of which substantially all of the outstanding beneficial, voting or equity interests are beneficially owned, directly or indirectly, either (A) by one or more of the Persons described in subparagraphs (i), (ii), (iii), (iv) and (v) of this paragraph (n), or (B) by any combination of one or more of the Persons described in subparagraphs (i), (ii), (iii), (iv) and (v) of this paragraph (n) and one or more organizations described in subparagraph (vii) of this paragraph (n); and (ix) any other Person (A) who or which is or becomes an Affiliate or Associate of any Person described in subparagraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of this paragraph (n), or (B) of which any Person described in subparagraph (i), (ii), (iii), (iv), (v), (vi), (vii) or (viii) of this paragraph (n) is or becomes an Affiliate or Associate; provided, in either case (A) or case (B), such other Person is not the Beneficial Owner of 5 % or more of the Common Shares then outstanding (for purposes of determining the number of Common Shares of which such other Person is the Beneficial Owner under this subparagraph (ix)...
Grandfathered Persons means Xxxxxxx Purina Company and its Affiliates; provided, however, that Xxxxxxx Purina Company and its Affiliates shall cease to be Grandfathered Persons at such earlier time as (i) Xxxxxxx Purina Company and its Affiliates own less than 15% of the Common Shares, pursuant to the divestiture provisions of Section 10.6 of that certain Shareholder Agreement by and among the Company, Xxxxxxx Purina Company and VCS Holding Company dated July 22, 1995 or otherwise, or (ii) Xxxxxxx Purina Company or its Affiliates shall acquire beneficial ownership of additional Common Shares (other than Common Shares issuable upon the exercise of Rights) after the Record Date.
Grandfathered Persons means:

Examples of Grandfathered Persons in a sentence

  • If a Person in Specified Person Group II is an Acquiring Person, any references to “Rights Beneficially Owned” by such Acquiring Person shall exclude any Rights held by each Person in Specified Person Group I; provided that the Persons in Specified Person Group I are Grandfathered Persons or have failed to be Grandfathered Persons solely as a result of one or more In-Kind Distributions.

  • Grandfathered Persons are also excluded from the definition of “Acquiring Person”.

  • Notwithstanding the foregoing, an Acquiring Person does not include the following persons ("Grandfathered Persons"): (i) Xxxxxx Xxxxx and Xxxxxx X.

  • Shareholders of the Corporation who are the Beneficial Owner of 20% or more of the outstanding Common Shares of the Corporation at the Record Time are Grandfathered Persons.

  • Notwithstanding anything contained in this Agreement to the contrary, no amendment to Section 1(t), and no other supplement or amendment to this Agreement that specifically relates to one or more Grandfathered Persons, may be effected without the approval of a majority of the members of the Special Independent Committee.

  • Shareholders of the Company who are the Beneficial Owner of 20% or more of the outstanding common shares of the Company at the time that the Shareholder Rights Plan Agreement becomes effective are Grandfathered Persons.

  • Grandfathered Persons include any Person who or which, together with all Affiliates and Associates of such Person, was, as of 5:00 p.m., New York City time, on July 24, 2009 (the “Grandfathered Time”), the beneficial owner of 15% or more of the outstanding Common Stock.

  • Grandfathered Persons are also excluded from the definition of "Acquiring Person".

  • Management of the Company is not aware of any shareholder who will be ineligible to vote on the confirmation of the Rights Plan at the Meeting and believes all shareholders are Independent Shareholders as defined under the Rights Plan and that there are no Grandfathered Persons as defined under the Rights Plan.

  • From 2000 to 2007, Kazakhstan's annual economic growth rates surpassed 9% per year.Over the period 1998–2004, the population living below the poverty line in Kazakhstan declined significantly from 39 percent in 1998, to about 20 percent in 2004 (Statistical Agency of Kazakhstan 2004).


More Definitions of Grandfathered Persons

Grandfathered Persons include: (a) any descendant of Godfxxx X. Xxxxx (xxe deceased founder of the Corporation), or any spouse, widow or widower of any such descendant (any such descendants, spouses, widows and widowers collectively defined as the "Cabot Family Members");

Related to Grandfathered Persons

  • Grandfathered Person means any Person who is the Beneficial Owner of 20% or more of the outstanding Voting Shares as determined at the Record Time; provided, however, that a Person shall cease to be a Grandfathered Person in the event that such Person ceases to Beneficially Own 20% or more of the outstanding Voting Shares at any time after the Record Time.

  • 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 Amounts means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Adoption Agreement.

  • Grandfathered health plan means a group health plan or an

  • Grandfathered Service means service which is no longer available for new customers and is limited to the current customer at their current locations with certain provisioning limitations, including but not limited to upgrade denials, feature adds/changes and responsible/billing party.

  • Grandfathered Stockholder has the meaning set forth in Section 1.1.

  • Covered Persons has the meaning set forth in Section 20(a).

  • disabled person means an individual receiving monetary

  • Elective Deferrals mean Compensation and Elective Deferrals for: . [Note: The Employer must complete the blank line with the applicable time period for computing the Basic Match, such as "each payroll period," "each calendar month," "each Plan Year quarter" or "the Plan Year."]

  • Excess Elective Deferrals means the amount of Elective Deferrals (as defined below) for a calendar year that the Participant designates to the Plan pursuant to the following procedure. The Participant’s designation: shall be submitted to the Administrator in writing no later than March 1; shall specify the Participant’s Excess Elective Deferrals for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if the Excess Elective Deferrals is not distributed, it will, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k) or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred. Excess Elective Deferrals shall mean those Elective Deferrals that are includible in a Participant's gross income under Section 402(g) of the Code to the extent such Participant's Elective Deferrals for a taxable year exceed the dollar limitation under such Code section.

  • Covered Employer means the City of Cambridge or a Beneficiary of Assistance.

  • Elective Deferral Account means the account established hereunder to which Elective Deferrals (including a separate accounting for Catch-Up Contributions) are allocated. Amounts in the Participant's Elective Deferral Account are nonforfeitable when made and are subject to the distribution restrictions of Section 12.2(e). The Elective Deferral Account may consist of the

  • Elective Contributions are amounts excludible from the Employee's gross income under Code Sections 125, 402(a)(8), 402(h) or 403(b), and contributed by the Employer, at the Employee's election, to a Code Section 401(k) arrangement, a Simplified Employee Pension, cafeteria plan or tax-sheltered annuity. The term "Compensation" does not include:

  • Non-Highly Compensated Participant means any Participant who is neither a Highly Compensated Employee nor a Family Member.

  • Covered Employees means all employees and agents of the Company who are responsible for performing, supervising, overseeing, or managing activities related to the maintenance of online political files, as required by the Political Record- Keeping Statute and Rule.

  • interested persons and "Assignment" shall have their respective meanings as set forth in the 1940 Act, subject, however, to such exemptions as may be granted by the Commission under the 1940 Act or any interpretations of the Commission staff.

  • Non-Employee Directors means that term as defined in Rule 16b-3 under the 1934 Act.

  • Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

  • Covered Participant means a Participant who is a “covered employee” as defined in Section 162(m)(3) of the Code, and the regulations promulgated thereunder, and any individual the Committee determines should be treated as such a covered employee.

  • Inactive Participant means each Participant (other than a Retired Participant, Deceased Participant or Disabled Participant) who is not in active service as an Outside Director and is not actively employed by a Participating Company.

  • 415 Compensation means:

  • Non-Key Employee means any Employee who is not a Key Employee.

  • Tipped employee means any employee engaged in an occupation in which s/he customarily and regularly receives more than $30 per month in tips. Tips include amounts designated as a tip by credit card customers on their charge slips. Nothing in this rule prevents an employer from requiring employees to share or allocate such tips or gratuities on a pre-established basis among other employees who customarily and regularly receive tips. Employer-required sharing of tips with employees who do not customarily and regularly receive tips, such as management or food preparers, or deduction of credit card processing fees from tipped employees, shall nullify allowable tip credits towards the minimum wage.

  • Nonqualified Deferred Compensation Rules means the limitations or requirements of Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.

  • Eligible Employees means each employee of the Company or an Affiliate.

  • Participating employee means an employee whose election to participate in a Plan has been approved by the employer.