traded market baskets of stocks approved for trading by the appropriate federal governmental authority shall not be deemed to be Derivatives Contracts.
Notwithstanding anything in this definition of Beneficial Ownership to the contrary, the phrase then outstanding, when used with
reference to a Persons Beneficial Ownership of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which are
issuable by the Company and which such Person would be deemed to Beneficially Own hereunder.
(e)
Business Day
shall
mean any day other than a Saturday, a Sunday, or a day on which banking institutions in the City of New York, New York are authorized or obligated by law or executive order to close.
(f)
Close of Business
on any given date shall mean 5:00 P.M., New York City time, on such date;
provided
,
however
, that, if such date is not a Business Day, it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.
(g)
Common Shares
when used with reference to the Company shall mean the shares of common stock, par value $0.01 per share,
of the Company. Common Shares when used with reference to any Person other than the Company shall mean the capital stock (or equity interest) with the greatest voting power of such other Person or, if such other Person is a Subsidiary of
another Person, the Person or Persons which ultimately control such first-mentioned Person.
(h)
Distribution Date
shall have the meaning set forth in Section 3(a) hereof.
(i)
Effective Time
shall mean 5:00 P.M., New York City
time, on April 9, 2018.
(j)
Exchange Act
shall mean the Securities Exchange Act of 1934, as amended.
(k)
Exchange Ratio
shall have the meaning set forth in Section 24(a) hereof.
(l)
Exemption Date
shall have the meaning set forth in Section 23(c).
(m)
Final Expiration Date
shall have the meaning set forth in Section 7(a) hereof.
(n)
Nasdaq
shall mean The Nasdaq Stock Market LLC.
(o)
Person
shall mean any individual, partnership, firm, corporation, limited liability company, association, trust,
unincorporated organization or other entity, and shall include any successor (by merger or otherwise) of such entity, as well as any group under Rule
13d-5(b)(1)
of the Exchange Act.
(p)
Preferred Shares
shall mean shares of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the
Company having the rights and preferences set forth in the Companys Articles of Amendment to the Companys Amended and Restated Charter attached hereto as
Exhibit A
.
(q)
Purchase Price
shall have the meaning set forth in Section 4 hereof.
(r)
Qualifying Offer
shall mean an offer having all of the following characteristics:
(i) a fully financed
all-cash
tender offer for all of the Companys outstanding Common Shares;
(ii) an offer that shall remain open for not less than 60 Business Days after the offer has commenced within the meaning of Rule
14d-2(a)
under the Exchange Act;
provided
,
however
, that such offer need not remain
A-3