Person shall mean any individual, partnership, firm, corporation,
limited liability company, association, trust, limited liability partnership, joint venture, unincorporated organization or other entity, including (i) any syndicate or group deemed to be a person under Section 13(d)(3) of the
Exchange Act and any group under Rule 13d-5(b) of the Exchange Act Regulations and (ii) any successor (by merger or otherwise) of such entity.
Preferred Stock shall mean the Series A Junior Participating Preferred Stock, par value $0.01 per share, of the
Company having the designations, preferences and rights set forth in the form of certificate of designation attached to this Agreement as Exhibit A, 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, par value $0.01 per share, of the Company designated for such purpose containing terms substantially similar to the terms of the
Series A Junior Participating Preferred Stock.
Receiving Party shall have the meaning set forth in the
definition of Derivatives Contract.
Record Date shall have the meaning set forth in the recitals to
this Agreement.
Redemption Period shall have the meaning set forth in Section 23(a).
Redemption Price shall have the meaning set forth in Section 23(a).
Related Person shall mean, as to any Person, any Affiliate or Associate of such Person.
Right shall mean a right initially representing the right to purchase one
one-thousandth of one share of Series A Junior Participating Preferred Stock of the Company having the rights, powers and preferences set forth in the form of certificate of designation attached hereto as
Exhibit A, upon the terms and subject to the conditions set forth in this Agreement.
Rights Agent shall
have the meaning set forth in the preamble to this Agreement.
Rights Certificates shall have the
meaning set forth in Section 3(b).
Rights Dividend Declaration Date shall have the
meaning set forth in the recitals to this Agreement.
Specified Percentage shall mean (i) 20% (twenty percent)
when referring to the Beneficial Ownership of any Person that is a Passive Investor but only for so long as such Person is a Passive Investor and (ii) 10% (ten percent) when referring to the Beneficial Ownership of any Person that is not a Passive
Investor (including, for the avoidance of doubt, the Beneficial Ownership of any Person that is not a Passive Investor from such time that such Person ceases to be a Passive Investor); provided, however, that when referring to the
Beneficial Ownership of any Person that ceases to be a Passive Investor, Specified Percentage shall mean 20% (twenty percent) if, prior to the Close of Business on the day that such Person ceases to be a Passive Investor, such Person
notifies the Company of such Persons intent to reduce, as promptly as practicable, such Persons Beneficial Ownership such that such Person, together with all of its Related Persons, Beneficially Owns less than 10% (ten percent) of the
shares of Common Stock
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