Applicable Affiliates definition

Applicable Affiliates means, with respect to a holder of Shares, all Affiliates of such holder who hold shares of Common Stock other than those Affiliates who (a) are not “controlled by” (as defined in the definition of “Affiliate”) such holder, (b) make independent investment decisions from such holder, (c) hold shares of Common Stock only in the ordinary course of business as passive investments and (d) only hold shares of Common Stock that were acquired after the Initial Public Offering in market transactions.
Sample 1Sample 2Sample 3
Applicable Affiliates has the meaning set forth in Section 3.1.
Sample 1
Applicable Affiliates means those Affiliates listed on Exhibit B to this Agreement; 'Applicable Foreign Affiliates' shall mean those Applicable Affiliates identified on Exhibit B as being incorporated in a jurisdiction other than a state in the United States; and 'Applicable U.S. Affiliates' shall mean those Applicable Affiliates identified on Exhibit B as being incorporated in a state in the United States.
Sample 1

Examples of Applicable Affiliates in a sentence

  • In general, coal prices have declined in recent years due to lower demand for coal.

  • Sellers or their Applicable Affiliates have good and valid title to, or a valid leasehold interest in, all of the Purchased Assets.

  • Except as set forth on Schedule 3.4, none of the MTG-Owned Cylinders or Gas Inventory is subject to any guarantee, warranty or other indemnity of MTG or its Applicable Affiliates to an End Customer.

  • Except as set forth on Schedule 3.10, no notices have been received by and no claims have been filed against MTG or its Applicable Affiliates alleging a material violation of any applicable Laws that could reasonably be expected to materially adversely affect MTG’s or its Applicable Affiliates’ ownership, use or operations under any of the Acquired Assets or the Business.

  • Except as set forth in Schedule 3.8, no Proceedings are pending, and neither MTG nor its Applicable Affiliates have received any written notices (including cease-and-desist letters or offers to license), in each case, alleging any infringement, misappropriation, dilution or other violation of any Intellectual Property Rights of other Persons in the operation of the Business.

  • MTG possesses all requisite power and authority necessary to execute and deliver this Agreement, and MTG and its Applicable Affiliates possess all requisite power and authority necessary to own and operate the Acquired Assets and to carry out the Transactions.

  • Recognizing the specialized nature of the Company and the Applicable Affiliates, Executive acknowledges and agrees that the duration, geographic scope and activity restrictions of the covenants set forth in paragraphs (a) through (d) of this Section 9 are reasonable, are necessary to protect the Company's legitimate business interests, do not violate public policy, and will not prevent the Executive from earning a living.

  • Either MTG or one of its Applicable Affiliates owns and has good and valid title to each of the tangible Acquired Assets free and clear of all Liens.

  • Recognizing the specialized nature of the Company and the Applicable Affiliates, Executive acknowledges and agrees that the duration, geographic scope and activity restrictions of the covenants set forth in paragraphs (a) through (d) of this Article 4 are reasonable, are necessary to protect the Company's legitimate business interests, do not violate public policy, and will not prevent the Executive from earning a living.

  • In connection with its maintenance and use of the Acquired Assets and operation of the Business, MTG and its Applicable Affiliates have materially complied and are in material compliance with all applicable Laws.

Related to Applicable Affiliates

  • Affiliates means, with respect to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

  • Controlled Affiliates means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, has Majority Control of or is Majority Controlled by or is under common Majority Control with the Person specified.

  • Affiliated Persons or "AFFILIATES" means

  • Non-Party Affiliates has the meaning set forth in Section 10.15.

  • 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.

  • 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.

  • 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.

  • Applicable Parties has the meaning assigned to it in Section 8.03(c).

  • Affiliated Companies shall include any company controlled by, controlling or under common control with the Company.

  • Applicable Party means (1) all corporate officers of the Disclosing Party, if the Disclosing Party is a corporation; all partners of the Disclosing Party, if the Disclosing Party is a general partnership; all general partners and limited partners of the Disclosing Party, if the Disclosing Party is a limited partnership; all managers, managing members and members of the Disclosing Party, if the Disclosing Party is a limited liability company; (2) all principal officers of the Disclosing Party; and (3) any person having more than a 7.5 percent ownership interest in the Disclosing Party. "Principal officers" means the president, chief operating officer, executive director, chief financial officer, treasurer or secretary of a legal entity or any person exercising similar authority.

  • Agent Affiliates as defined in Section 10.1(b)(iii).

  • Competitive Business Activity means:

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

  • Affiliate means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

  • Section 385 Controlled Partnership has the meaning set forth in Treasury Regulation Section 1.385-1(c)(1) for a “controlled partnership”.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Permitted Persons means (A) the Company; (B) any Related Party; or (C) any group (as defined in Rule 13b-3 under the Exchange Act) comprised of any or all of the foregoing.

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

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

  • Subsidiaries means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

  • Related Companies means the companies within the meaning of Article L. 225-197-2 of the French Commercial Code or any provision substituted for same.

  • Investment Personnel means: (a) Portfolio Managers and other Advisory Persons who provide investment information and/or advice to the Portfolio Manager(s) and/or help execute the Portfolio Manager's(s') investment decisions, including securities analysts and traders; (b) any natural person in a control relationship to the Fund who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a security; and (c) certain other individuals as designated by the Compliance Officer.

  • Indigent person means a person whose household income does not exceed the minimum household income as predetermined by the council;

  • Applicable Wages means the basic straight time wages for all hours worked, including:

  • 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.

  • Non-Investment Personnel means any Employee that does not meet the definition of Investment Personnel as listed above.