No Person who is an officer, director or employee of an Exempt Person shall be deemed, solely by reason of such Persons status or authority as such, to be the Beneficial Owner of, to have Beneficial Ownership of or to Beneficially Own any securities that are Beneficially Owned (as defined in this Section 1.4), including, without limitation, in a fiduciary capacity, by an Exempt Person or by any other such officer, director or employee of an Exempt Person.
1.5. Business Day shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.
1.6. close of business on any given date shall mean 5:00 p.m., New York time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 p.m., New York time, on the next succeeding Business Day.
1.7. Class A Common Stock shall mean the Class A Common Stock, par value $0.01 per share, of the Company.
1.8. Class B Common Stock shall mean the Class B Common Stock, par value $0.01 per share, of the Company.
1.9. Common Stock when used with reference to the Company shall mean Class A Common Stock and/or Class B Common Stock. Common Stock when used with reference to any Person other than the Company shall mean the capital stock with the greatest voting power, or the equity securities or other equity interest having power to control or direct the management of, such other Person or, if such Person is a Subsidiary of another Person, the Person or Persons which ultimately control such first-mentioned Person, and which has issued and outstanding such capital stock, equity securities or equity interest.
1.10. Definitive Acquisition Agreement shall mean any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the shareholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.
1.11. Exempt Person shall mean (A) each of Joseph M. Field and David J. Field, unless and until such time as they collectively shall, after the first public announcement of this Agreement, become the Beneficial Owners in the aggregate of an additional 2.5% or more of the Class A Common Stock outstanding as of the first public announcement of this Agreement, other than (1) as the result of an acquisition of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares Beneficially Owned by them or (2) pursuant to a dividend or distribution paid or made by the Company on the