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This excerpt taken from the C 8-K filed Jun 10, 2009. Distribution”); provided further that such Person shall
be an “Acquiring Person” if such Person
(I) is not in Specified Person Group I or Specified Person Group II and such
Person increases its Percentage Stock Ownership after the In-Kind Distribution,
other than any increase pursuant to or as a result of (x) a stock dividend,
stock split, reverse stock split or similar transaction effected by the Company,
(y) any redemption of Company Securities by the Company or (z) an additional
In-Kind Distribution, (II) is in Specified Person Group I and such Person
Acquires any Company Securities after the In-Kind Distribution, other than
pursuant to (w) an additional In-Kind Distribution, (x) the exception contained
in the proviso in clause (iii) of the definition of “Grandfathered Person,” (y)
the Specified Exchange Agreement or an Announced Exchange or (z) an exercise or
receipt of warrants or conversion of
5
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, or
(III) is in Specified Person Group II and such Person acquires directly or
indirectly (other than any acquisition resulting from a direct or indirect
acquisition by a Person in Specified Person Group I, if not effected pursuant to
a “coordinated acquisition” (within the meaning of Treasury Regulation Section
1.382-3(a)(1)(i)) with a Person in Specified Person Group II) any Company
Securities after the In-Kind Distribution, other than pursuant to an additional
In-Kind Distribution; provided
further that for purposes of each of clause (A)(2), (B) and (C) (but not
for purposes of clause (A)(1)) in the first proviso in this clause (vii), no
Person in Specified Person Group II shall be considered an Affiliate of any
Person in Specified Person Group I (or vice versa); and
(viii)
any Person that Beneficially Owns at least a majority of the Common Stock
following consummation of a Qualified Offer, and, for so long as the Series M
Stock remains outstanding, at least a majority of the Series M Stock following
consummation of a Qualified Offer.
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