/1/ Affiliate definition

/1/ Affiliate. An "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
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/1/ Affiliate. An "affiliate" of, or a person "affiliated" with, a specified --------- person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. HCG /s/ HEM Galaxy X Acquisition Agreement --------- Executed Copy 3/20/97 Xxxxxx Proprietary HSC /s/ GWC --------- XXXXXX PROPRIETARY DATA -----------------------
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/1/ Affiliate. Affiliate" means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party. 2.2 Board of Directors: "Board of Directors" shall mean the board of directors of the Company. 2.3 Business: "Business" means the deployment and operation of a nationwide talent discovery platform that consists of kiosk-sized, family-friendly, professional quality, audio-video recording studios branded as "bBooth", placed in high traffic common areas of shopping malls throughout the United States, and the development and commercialization of a fully integrated mobile app platform that creates and promotes an active community of bBooth users and their followers between and among whom they can share and market their video-recorded performances for fun and profit, together with the ancillary monetization opportunities to be pursued through the Company's "b" business silos, other business activities related or incidental thereto; and any other lawful activity that is in furtherance of such purposes. 2.4 CEO: "CEO" means Xxxx X. Xxxxxx, as Chief Executive Officer, President and Chairman of the Board of Directors. 2.5 Change in Control: "Change in Control" means any transaction or series of related transactions (i) the result of which is that any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than the equityholders of the Company as of the date hereof (collectively, the "Initial Equityholders") or persons Controlling, Controlled by or under common Control with any Initial Equityholder or direct or indirect owners of any Initial Equityholder, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the issued and outstanding voting equity of the Company; (ii) that results in the sale of all or substantially all of the Company's assets; or (iii) that results in the consolidation or merger of the Company with or into another entity or entities and holders of more than fifty percent (50%) of the issued and outstanding voting equity of the Company before such consolidation or merger no longer hold, directly or indirectly, at least fifty percent (50%) of the issued and outstanding voting equity of the survivor. 2.6 Code: "Code" means the Internal Revenue Code of 1986, as amended. 2.7
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Examples of /1/ Affiliate in a sentence

  • For the purposes of this Paragraph 8: (1) "Affiliate" or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in effect on February 31, 1994.

  • For purposes of this Article EIGHTH, the following definitions shall apply: (1) "Affiliate" shall mean a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another Person.

  • For the purposes of this Article Thirteenth: (1) "Affiliate" and "associate" shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on November 1, 1977.

  • All Series A Shares or Ordinary Shares held or acquired by more than one (1) Affiliate shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

  • In addition, the Company shall allow one representative of Altitude Life Science Ventures Fund II, L.P. and Altitude Life Science Ventures Side Fund II, L.P. (collectively, “Altitude”), for so long as Altitude owns not less than twenty percent (20%) of the shares of the Series A-1 Preferred Stock it is purchasing under the Purchase Agreement and does not have one (1) Affiliate then serving on the Board, to attend all meetings of the Board in a nonvoting observer capacity.

  • CONFIRMATION REQUEST 35iv EXHIBIT LIST Exhibit A Restructuring Agreement Exhibit B New Indenture Exhibit C List of Maintained Board Members Exhibit D Amended and Restated Certificate of Incorporation Exhibit E Amended and Restated Bylaws Exhibit F List of Participating Noteholders LIST OF SCHEDULES Schedule 1 Affiliate Indebtedness Schedule of Assumed Agreements Schedule of Rejected Agreements vINTRODUCTION UPC Polska, Inc., formerly known as @Entertainment, Inc.

  • As used in this Agreement, the following terms have the meanings specified in this Section 1.1. (1) "Affiliate" has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934.

  • For purposes of this Article Seventh: (1) "Affiliate," including the term "affiliated person," means a person who directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

  • The following terms have the meaning as defined opposite to them in this Section 1: Affiliate: Means any Person that, directly, or indirectly through one or more intermediaries, Controls, or is Controlled by or is under common Control with, the Person specified and “Affiliated” and “Non-Affiliated” shall have the corresponding meanings.

  • ANNEX 1 Affiliate and Related Party Transactions 1 GeoPark Argentina Limited (Sucursal Argentina) and Xxxxx X.

Related to /1/ Affiliate

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

  • Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person.

  • Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Downstream Affiliate means an entity whose outstanding Voting Shares were, at the date of issuance of the Qualifying Guarantee, more than 50 per cent. owned, directly or indirectly, by the Reference Entity.

  • Controlled Affiliates means with respect to any Person, any other Person that directly or indirectly through one or more intermediaries is Controlled by such Person.

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

  • affiliated person promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • U.S. Affiliate means an Agent’s duly registered broker-deal affiliate in the United States;

  • Controlling Affiliate means an Affiliate that directly or indirectly Controls the Hotel and/or Controls the entity that Controls the Hotel.

  • Plan Affiliate means any other Person with whom the First Person constitutes or has constituted all or part of a controlled group, or which would be treated or have been treated with the First Person as under common control or whose employees would be or have been treated as employed by the First Person, under Section 414 of the Code or Section 4001(b) of ERISA and any regulations, administrative rulings and case law interpreting the foregoing.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Designated Affiliate means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

  • Covered Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

  • Specified Affiliate is any Person (a) more than ten percent (10.0%) of whose aggregate issued and outstanding equity or ownership securities or interests, voting, non-voting or both, are owned or held directly or indirectly, beneficially or of record, by Borrower, and/or (b) whose equity or ownership securities or interests representing more than ten percent (10.0%) of such Person’s total outstanding combined voting power are owned or held directly or indirectly, beneficially or of record, by Borrower.

  • BNY Affiliate means any office, branch or subsidiary of The Bank of New York Company, Inc.

  • Seller Affiliate means any Affiliate of Seller.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

  • Participating Affiliate means an Affiliate which has been designated by the Committee in advance of the Purchase Period in question as a corporation whose eligible Permanent Full-Time Employees may participate in the Plan.

  • Screened Affiliate means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.

  • Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Borrower Party Affiliate With respect to a borrower, a mortgagor, a manager of a Mortgaged Property or a restricted mezzanine holder, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or restricted mezzanine holder, as applicable, (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor or manager, as applicable, or (c) any other person owning, directly or indirectly 25% or more of the beneficial interests in such restricted mezzanine holder. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.