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This excerpt taken from the C 8-K filed Jun 10, 2009. Acquisition” shall have a
correlative meaning); provided that for purposes of
this definition (i) no Person in Specified Person Group I shall be treated for
purposes of Section 382 of the Code (including any Treasury
2
Regulations
thereunder) as the same Person as, or related to, any Person in Specified Person
Group II, except to the extent a Person in Specified Person Group I makes a
“coordinated acquisition” of Company Securities (within the meaning of Treasury
Regulations Section 1.382-3(a)(1)(i)) with any Person in Specified Person Group
II after the date hereof and (ii) no Person in Specified Person Group I shall be
treated as “Acquiring” (or “Owning”) any Company Security by reason of any
obtainment of ownership (or possession of ownership, respectively) for purposes
of Section 382 of the Code of such Company Security by Persons in Specified
Person Group II provided that such Company Security was not obtained pursuant to
a “coordinated acquisition” (within the meaning of Treasury Regulation Section
1.382-3(a)(1)(i)) by a Person in Specified Person Group II with any Person in
Specified Person Group I after the date hereof. No Person in Specified Person
Group I shall be considered as “Acquiring” Company Securities as a result of (A)
a transaction that does not result in the percentage stock ownership interest of
the Company, as determined in accordance with Treasury Regulation Sections
1.382-2(a), 1.382-2T(g), (h), (j) and (k) of any Person or “public group”
changing, (B) an exercise or receipt of warrants or conversion of Company
Securities that were issued by the Company to a Person in Specified Person Group
I pursuant to the Specified Exchange Agreement or an Announced Exchange, (C) a
stock dividend, stock split, reverse stock split or similar transaction effected
by the Company, (D) the exchange by Persons in Specified Person Group I of
Company preferred stock or trust preferred securities for Company Securities in
an Announced Exchange (other than pursuant to the Specified Exchange Agreement),
provided that in the event that Persons in Specified Person Group I acquire
Company Securities in Announced Exchanges (other than pursuant to the Specified
Exchange Agreement) with a face or principal amount in excess of $20,000,000
(the “ |
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