100% Affiliate definition
100% Affiliate means (a) with respect to any Person, another Person that has beneficial ownership of all of the outstanding Equity Interests of such first Person, has all of its outstanding Equity Interests beneficially owned by such first Person or has all of its outstanding Equity Interests beneficially owned by the same Person who has beneficial ownership of all of the outstanding Equity Interests of such first Person (including for these purposes where the relevant outstanding Equity Interests are held through a chain of ownership in which each Person owns all of the outstanding Equity Interests the next relevant Person) or (b) with respect to any investment fund or similar vehicle, a Person who Controls, is Controlled by, or is under common Control with, such investment fund or similar vehicle.
100% Affiliate means with respect to any Person, (i) each other Person that, directly or indirectly, owns or controls one hundred percent (100%) of the stock having ordinary voting power in the election of directors of such Person, (ii) each other Person of which the stock having ordinary voting power in the election of its directors is owned or controlled one hundred percent (100%) by such Person, or (iii) each other Person of which the stock having ordinary voting power in the election of its directors is owned or controlled one hundred percent (100%) by any Person defined in clause (i) above or any of its 100% Affiliates.
100% Affiliate means, with respect to a Shareholder, an Affiliate (i) that directly or indirectly owns one hundred per cent. of the securities of such Shareholder, (ii) one hundred per cent. of whose securities are directly or indirectly owned by such Shareholder, or (iii) one hundred per cent. of whose securities are directly or indirectly owned by an Affiliate that directly or indirectly owns one hundred per cent. of the securities of such Shareholder.
Examples of 100% Affiliate in a sentence
In this Agreement, the following words have the following meanings: "100% Affiliate" has the meaning set out in the GP USA.
At the same time as the Offer Notice is served on the ROFR Holder, the Offering Party must also serve (or procure that its 100% Affiliate serves) an equivalent notice pursuant to the LP ROFR.
At the same time as the Offer Notice is served on the ROFR Holder, the Offering Party must also serve (or procure that its 100% Affiliate serves) an equivalent notice pursuant to the JVCo ROFR.
More Definitions of 100% Affiliate
100% Affiliate of any specified Person means any Affiliate of such Person that is a Wholly-Owned Subsidiary of such Person, of which such Person is a Wholly-Owned Subsidiary or that is a Wholly-Owned Subsidiary of a third Person of which the specified Person is also a Wholly-Owned Subsidiary.
100% Affiliate means (i) when used with reference to any entity, (A) any partnership of which one hundred percent (100%) of either the capital or profit interests of such partnership is directly or indirectly owned or controlled by such entity or (B) any corporation or limited liability company of which one hundred percent (100%) of the outstanding voting securities or member interests of such corporation is, directly or indirectly, owned or controlled by such entity; and (ii) when used with respect to any natural person, any trust created for the benefit of such person and/or members of such person's family.
100% Affiliate means, with respect to the Initial Shareholder, either ▇▇▇▇ Kaoufman or any direct or indirect Affiliate of ▇▇▇▇ Kaoufman one hundred per cent. of whose securities are directly or indirectly owned by ▇▇▇▇ Kaoufman and with respect to any other Shareholder means an Affiliate (i) that directly or indirectly owns one hundred per cent. of the securities of such Shareholder, (ii) one hundred per cent. of whose securities are directly or indirectly owned by such Shareholder, or (iii) one hundred per cent. of whose securities are directly or indirectly owned by an Affiliate that directly or indirectly owns one hundred per cent. of the securities of such Shareholder.
100% Affiliate means, with respect to any Person, an Affiliate of such Person which is (directly or indirectly) wholly owned by that Person or which is (directly or indirectly) wholly owned by a Person which also (directly or indirectly) wholly owns the Person.
100% Affiliate means with respect to any Person, (i) each other Person -------------- that, directly or indirectly, owns or controls one hundred percent (100%) of the Stock having ordinary voting power in the election of directors of such Person, (ii) each other Person of which the Stock having ordinary voting power in the election of its directors is owned or controlled one hundred percent (100%) by such Person, or (iii) each other Person of which the Stock having ordinary voting power in the election of its directors is owned or controlled one hundred percent (100%) by any Person defined in clause (i) above or any of its 100% Affiliates.
100% Affiliate means, with respect to any specified Person, (a) any other Person that, directly or indirectly through one or more intermediaries, owns all of the capital stock or other equity interests in such specified Person, (b) any other Person of which all of the capital stock or other equity interests are owned, directly or indirectly through one or more intermediaries, by such specified Person and (c) any other Person of which all of the capital stock or other equity interests are owned, directly or indirectly through one or more intermediaries, by any Person referred to in the foregoing clause (a).
100% Affiliate means (i) when used with reference to any entity, (A) any partnership of which one hundred percent (100%) of either the capital or profit interests of such partnership is directly or indirectly owned or controlled by such entity or (B) any corporation or limited liability company of which one hundred percent (100%) of the outstanding voting securities or member interest of such corporation is. directly or indirectly, owned or controlled by such entity. and (ii) when used with respect to any natural person, any trust created for the benefit of such person and/or members of such person's family. . "1933 Act" means the Securities Act of 1933. as amended, and the rules and regulations promulgated thereunder. "1934 Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; "control" when used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person. whether through the ownership of voting securities or by contact or otherwise; and the terra. "voting securities" means securities or interest entitling the holder thereof to vote or designate directors or individuals performing a similar function. "Agreement" has the meaning ascribed to it in the preamble hereto. "Applicable Amount" has the meaning ascribed to it in Section 2.04(a) hereof. "Board" means the Board of Directors of the Company. "Bona Fide Offer" means with respect to an offer from a Person pursuant to Section 2.03(c) or 2.05, an offer (i) from a Person who (A) makes such offer in good faith.