Offering Person definition

Offering Person has the meaning set forth in Section 5.2(a).
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Offering Person means any Person (other than the Company or any of its Subsidiaries or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person appointed as trustee by the Company or such Subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) who, at the time of the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, (i) has commenced, or has publicly announced its intent to commence, a tender or exchange offer if upon consummation thereof such Person, together with all Affiliates and Associates of such Person, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, (ii) has made by public announcement or by written communication that is or becomes the subject of a public announcement, or has publicly announced its intent to make, a proposal to the Company or its stockholders for (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries, (y) a purchase or other acquisition of all or a substantial portion of the assets or deposits of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding (any transaction of the type described in clauses (x), (y) or (z) of this paragraph (ii), an "Acquisition Transaction"), or (iii) has filed an application or notice with the Board of Governors of the Federal Reserve System, or any other federal or state banking regulatory authority, which application or notice seeks approval to engage in any transaction constituting an Acquisition Transaction. (s) "Person" shall mean any individual, firm, corporation, partnership, limited liability company, limited liability partnership, trust, syndicate or other entity and includes, without limitation, an unincorporated group of persons who, by formal or informal agreement or arrangement (whether or not in writing), have embarked on a common purpose or act. (t) "Preferred Stock" shall mean shares of Series A Junior Participating Preferred Stock, no par value, of the Company, and, to the extent that there is not a sufficient number of shares of Series A Junior Participating Preferred Stock authorized to permit the full exercise of the Rights, any other series of preferred stock of the Company designated for such purpose containing terms substantially similar to the terms of the Series A Junior Participating...
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Offering Person means any Person (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) the Approved Group) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding.
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Examples of Offering Person in a sentence

  • If the Transfer Shares are not transferred to such Offering Person within such one hundred and twenty- (120) day period, then such Transfer Shares may be transferred only by again complying with all of the terms and procedures set forth in this Section 5.2.

  • If the Transferring Shareholder does not receive a Purchase Notice from an Offering Person within the thirty (30)-day period specified above, such Offering Person shall be deemed to have declined to purchase the Transfer Shares pursuant to this Section 5.2.

  • If Owner elects to exercise its option to purchase the Offered Stock, Owner will give written notice to that effect to the Offering Person.

  • If Owner does not desire to purchase the Offered Stock, the Offering Person will have the right to transfer the Offered Stock, or available portion thereof, to the third party purchaser pursuant to the terms of the offer.

  • If the Lessee fails to exercise the right of first refusal within 30 days of the receipt of the offer, then the offer shall expire and the Lessor shall thereafter have the right to sell the Leased Premises, without notice to the Lessee, to the Offering Person, provide the sale is consummated within 90 days of the date the Lessee receives the notice from the Lessor.

  • Unless otherwise agreed by all of the Offering Persons and subject to Sections 14.2(e) and 14.2(f), if the Offering Persons collectively offer to make available more Offered Capacity in a Functional Unit than is required to accommodate the Request for Capacity, each Offering Person shall be entitled to make available a proportionate share thereof.

  • The provisions of Section 14.2(e) and this Section 14.2(f) shall thereupon be applied until the Operator is able to allocate a proportionate share of the Request for Capacity among all Offering Persons (excluding, for certainty, any Conditional Offering Person).

  • The Authority may also investigate any violations discovered through its inspection or included in any complaints received by the Authority.Second: The Authority may inspect or access computer systems, computer data, computer data traffic or equipment where the data of an Offering Person, responsible party in respect of an Offering and licensed person hereunder are stored.


More Definitions of Offering Person

Offering Person in Section 1 of the Agreement and of this First Amendment effecting such reduction and making certain other modifications and technical corrections to the Agreement (together, the "Proposed Amendments") is in the best interests of the Company and its shareholders, as well as other pertinent factors; and
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Offering Person means any Person, (other than (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (iv) the Approved Group) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender offer or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding. Section 4. Section 3(a) of the Agreement is hereby amended by deleting the phrase "30% or more" and substituting in lieu thereof the phrase "10% or more." Section 5. Section 11(a)(ii)(A) of the Agreement is hereby amended and restated in its entirety to read as follows: (A) any Person (other than (1) the Company, (2) any Subsidiary of the Company, (3) any employee benefit plan of the Company or of any Subsidiary of the Company or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or (4) the Approved Group), alone or together with its Affiliates and Associates, shall, at any time after the Distribution Date, become the Beneficial Owner of 10% or more of the shares of Common Stock then outstanding, unless the event causing the 10% threshold to be crossed is a transaction set forth in Section 13(a) hereof, or Section 6. Section 11(a)(iii) of the Agreement is hereby amended by deleting the phrase "Restated Certificate of Incorporation" and substituting in lieu thereof the phrase "Articles of Incorporation." Section 7. Section 23 of the Agreement is hereby amended by deleting paragraph (b) thereof and by redesignating the succeeding paragraphs of such section as (b), (c) and (d). Section 8. Section 32 of the Agreement is hereby amended by deleting the phrase "State of Delaware" and substituting in lieu thereof the phrase "State of Washington." Section 9. In all other respects, the Agreement is hereby ratified and confirmed. Section 10. From and after the date hereof, each reference in the Rights Agreement to "this Agreement," "hereof," "hereunder," or words of like import and all references to the Rights Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind and nature shall be deemed to mean t...
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Offering Person means any Person (other than the Company or any of its Subsidiaries or any employee benefit plan of the Company or of any Subsidiary of the Company or any Person appointed as trustee by the Company or such Subsidiary pursuant to the terms of any such plan in such Person's capacity as trustee) who, at the time of the first occurrence of either of the circumstances described in clauses (i) and (ii) of Section 23(c) hereof, (i) has commenced, or has publicly announced its intent to commence, a tender or exchange offer if upon consummation thereof such Person, together with all Affiliates and Associates of such Person, would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding, or (ii) has made by public announcement or by written communication that is or becomes the subject of a public announcement, or has publicly announced its intent to make, a proposal to the Company or its stockholders for (x) a merger, consolidation or similar transaction involving the Company or any of its Subsidiaries, (y) a purchase or other acquisition of all or a substantial portion of the assets or deposits of the Company and its Subsidiaries, or (z) a purchase or other acquisition of securities representing 15% or more of the shares of Common Stock then outstanding (any transaction of the type described in clauses (x), (y) or (z) of this paragraph (ii), an "Acquisition Transaction").
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Offering Person shall have the meaning set forth in Section 2(f)(xv).
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Offering Person means a User (including Producer) which has delivered a notice to Operator offering to release capacity in response to a Capacity Use Notice delivered to it by Operator;
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Offering Person means any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) who alone or together with its Affiliates and Associates, shall announce (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act) a tender or exchange offer, if upon consummation thereof, such Person would be the Beneficial Owner of 15% or more of the shares of Common Stock then outstanding.
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Related to Offering Person

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Proposing Person means (1) the Record Stockholder providing the notice of business proposed to be brought before an annual meeting or nomination of persons for election to the Board at a stockholder meeting, (2) the beneficial owner or beneficial owners, if different, on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made, and (3) any Associated Person on whose behalf the notice of business proposed to be brought before the annual meeting or nomination of persons for election to the Board at a stockholder meeting is made;

  • qualifying person means a person in respect of whom payment has been made from the Fund, the Eileen Trust, MFET Limited, the Skipton Fund, the Caxton Foundation or the London Bombings Relief Charitable Fund;

  • Participating Shares means shares that entitle their holders to participate without limitation in distributions.

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

  • Designated Holder means the Holder of Note A-1.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Controlling Person With respect to any Person, any other Person who “controls” such Person within the meaning of the Securities Act.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Acquiring Person shall have the meaning ascribed to such term in Section 4.5.

  • Controlling Holder means, as of any date of determination:

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Participating Investor any Participating Account, Participating Insurance Company or Participating Plan, including the Account and the Company.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Targeted Holder means each holder of (i) a right to receive interest or principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate; provided, however, that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

  • Requesting Person shall have the meaning set forth in Section 25 hereof.

  • Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).

  • Piggyback Shares has the meaning ascribed to such term in Section 2.3(a)(iii).

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • Offering Period means a period with respect to which the right to purchase Common Stock may be granted under the Plan, as determined by the Committee pursuant to Section 5(a).

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Offered Units shall have the meaning set forth in Section 11.1 hereof.