Affiliate and Associate definition

Affiliate and Associate means an "affiliate" and "associate", respectively, as those terms are defined in the Business Corporation Act, 1990 (Ontario), as amended on the date hereof. "Agreement" means the Agreement and any instrument supplemental or ancillary to it. "Authorized Representatives" means employees, agents, counsel, accountants and other representatives. "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario. "Claims" means claims, demands, actions, causes of action, damages, losses, costs, fines, penalties, interest, liabilities and expenses, including, without limitation, reasonable legal fees. "Closing" means the completion of the Share Exchange pursuant to this Agreement. "Closing Date" means September 27, 1999, or such other later date as may be agreed to by the Parties, provided that such date shall not be later than October 1, 1999. "Closing Time" means 2:00 p.m. (Toronto time) on the Closing Date or such other time on the Closing Date as may be agreed to by the Parties. "Conveyance Documents" means all bills of sale, assignments, and instruments of transfer, assurances, consents, and other documents as shall be necessary to effectively transfer to the Purchaser the Shares. "Encumbrances" means any mortgage, charge, pledge, hypothecate, lien, encumbrance, restriction, option, right of others or security interest of any kind. "Exchangeable Shares" means Class B Special Shares of the Purchaser, being subordinate, non-voting preferred shares authorized in an unlimited number, convertible into common shares of PWIN. "Exchangeable Warrants" means warrants to purchase one Exchangeable Share each, exercisable at a price of $1.70 for eighteen months after the Closing Date. "Governmental Authorities" means any applicable Canadian or non-Canadian federal, provincial and municipal agency, ministry, crown corporation, department, inspector and official. "Interim Period" means the period commencing on the date of this Agreement and ending immediately before the opening of business on the Closing Date. "NASD" means the National Association of Securities Dealers. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "Parties" means the parties to the Agreement and "Party" means any one of them. "Permits" means authorizations, registrations, permits, approvals or licenses that can be issued or granted by Governmental Authorities. "Person" means an individual, body corporate, partnership, tr...
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Affiliate and Associate means an "affiliate" and "associate", respectively, as those terms are defined in the CANADA BUSINESS CORPORATION ACT, as amended on the date hereof.
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Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
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Examples of Affiliate and Associate in a sentence

  • For purposes of this Agreement, the terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.

  • The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations of the Act.

  • The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

  • Affiliate" and "Associate" 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 in effect on the date of this Agreement (the "Exchange Act Rules"), and "Beneficial Ownership" has the meaning ascribed to such term in Rule 13d-3 of the Exchange Act Rules.

  • Affiliate" and "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") in effect on the date of this Agreement.

  • Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act in effect on the date of this Agreement.

  • For purposes of this Agreement, the following terms shall have the following meanings: Affiliate and Associate: Such terms shall have the respective meanings assigned to them pursuant to Rule 12b-2 under the Exchange Act.

  • As used herein, the following terms shall have the following meanings (capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the 2000 Securities Purchase Agreement): "Affiliate" and "Associate" have the meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

  • For all purposes of this Agreement, the following terms shall have the meanings specified in this Section unless the context clearly otherwise requires: (a) "Affiliate" and "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").

  • For purposes of this Agreement, the terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.


More Definitions of Affiliate and Associate

Affiliate and Associate means an "affiliate" and "associate", respectively, as those terms redefined in the Securities Act of 1933, as amended on the date hereof.
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Related to Affiliate and Associate

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • Covered Associate means any general partner, managing member or executive officer, or other individual with a similar status or function, any employee who solicits a government entity for the investment adviser and any person who supervises, directly or indirectly, such employee.

  • Affiliated Association means an Association accorded the status of an Affiliated Association under the rules of The FA.

  • Exchange Act Person means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities.