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(i) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.

(i)a) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;Act; provided, however, that “Beneficial Owner”Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.entity.

(i)C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;Act; provided, however, that “Beneficial Owner”Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.entity.

(i)a) “Beneficial Owner” shall havehas the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;Act; provided, however, that “Beneficial Owner” shallBeneficial Owner will exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.entity.

(i) “Beneficial Owner”

Beneficial Owner shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;Act; provided, however, that “Beneficial Owner”Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.entity.

(i) “Beneficial

“Beneficial Owner” shall havehas the meaning given to suchthat term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange ActAct, except that in calculating the beneficial ownership of 1934, as amended; provided, however,any particular “person” (as that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholdersterm is used in Section 13(d)(3) of the Company approvingExchange Act), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening of any future event or contingency (including the passage of time) that has not yet occurred. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.corresponding meaning.

(i) “Beneficial Owner”

"Beneficial Owner" or "Beneficial Ownership" shall have the meaning givenascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.Act.

(i)

“Beneficial Owner” or “Beneficial Owner” shall have the meaning givenOwnership” with respect to any securities means having “beneficial ownership” of such term insecurities (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.amended).

(i) “Beneficial Owner” shall have

Beneficial Owner” has the meaning given to suchthat term in Rule 13d-3 and Rule 13d-5 under the Securities Exchange ActAct, except that in calculating the beneficial ownership of 1934, as amended; provided, however,any particular “person” (as that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholdersterm is used in Section 13(d)(3) of the Company approvingExchange Act), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening of any future event or contingency (including the passage of time) that has not yet occurred. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial Ownership” have a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.corresponding meaning.

(i) “Beneficial Owner”

Beneficial Owner” or “Beneficial Ownership shall have the meaning givenascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of # the stockholders of the Company approving a merger of the Company with another entity or # the Company’s Board of Directors approving a sale of securities by the Company to such Person.Act.

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