De Zen Affiliates definition

De Zen Affiliates means, collectively, De Zen Holdings Limited, 3901602 Canada Inc. and De Zen Investments Canada Limited;
Sample 1

Examples of De Zen Affiliates in a sentence

  • Each of you, the De Zen Affiliates, Bordin and X’Xxxxx acknowledge that each has read, understands and agrees with all of the provisions of this Agreement, and acknowledges that each has obtained independent legal advice with respect to it.

  • In connection with the Vaughan West Lands Matter, and subject to the shareholders of RGTL approving the resolutions referred to in Section 4.2, you and the De Zen Affiliates agree to pay to RGTL at the Effective Time the sum of $[8,676,469] which RGTL and you agree shall be in respect of a reduction in the purchase price paid by RGTL to acquire the shares of 1260392 Ontario Limited.

  • Having regard to all of the circumstances of the transactions referred to in this Agreement and the existing and potential market for the products and services of RGTL and the importance to RGTL of its customers, employees, suppliers and service providers, you and the De Zen Affiliates acknowledge and agree that the terms of this Agreement are reasonable and necessary for the protection of RGTL.

  • This Agreement shall not be assigned by any of the De Zen Affiliates without RGTL’s prior written consent.

  • You therefore specifically acknowledge and agree that the breach by you of the covenants contained in those sections of the Agreement would cause RGTL irreparable harm not compensable solely in damages and that, in the event of such a breach, neither you nor the De Zen Affiliates shall raise as a defence the absence of irreparable harm in any proceeding brought by RGTL seeking an injunction (or other equitable remedy or similar remedy).

  • RGTL has agreed to facilitate an increase in the cost base of the multiple voting shares held by you and the De Zen Affiliates in connection with such conversion.

  • As the foregoing obligations are equal in amount, you and the De Zen Affiliates and RGTL hereby agree that such obligations shall be paid and satisfied in full by setting off such obligations against each other.

  • You and the De Zen Affiliates agree to promptly provide KPMG LLP with any and all information they may reasonably require in order to determine in their sole discretion the Determined Amount, pursuant to Section 4.3(d).

  • In consideration for the conversion by you and the De Zen Affiliates of multiple voting shares into subordinate voting shares pursuant to Section 3.4, RGTL agrees to pay to you and the De Zen Affiliates at the Effective Time the sum of $[8,676,469].

  • You and the De Zen Affiliates, Bordin and X’Xxxxx will severally indemnify and hold RGTL and its affiliates harmless against any Claims suffered or incurred by RGTL or its affiliates resulting from a breach of a representation, warranty or covenant herein or pursuant hereto by you and the De Zen Affiliates or Bordin or X’Xxxxx, respectively.

Related to De Zen Affiliates

  • 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.

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

  • 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.

  • Affiliated Persons or "AFFILIATES" means

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

  • 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.

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

  • 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.

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

  • Restricted companies means companies that boycott Israel.

  • 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.

  • 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.

  • 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.

  • 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.

  • Sponsor Affiliate means an entity that joins with the Company and that participates in the investment in, or financing of, the Project and which meets the requirements under the FILOT Act to be entitled to the benefits of this Fee Agreement with respect to its participation in the Project, all as set forth in Section 5.13 hereof.

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

  • Promoter Group means an immediate relative of the Promoter (i.e. spouse of that person, or any parent, brother, sister or child of the person or of the spouse); persons whose shareholding is aggregated for the purpose of disclosing in the offer document “shareholding of the promoter group”.

  • 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.

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

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Affiliated has a correlative meaning.

  • Sponsors means (1) one or more investment funds controlled by Apollo Management, L.P. and its Affiliates (collectively, the “Apollo Sponsors”) and (2) any Person that forms a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) with any Apollo Sponsors, provided that any Apollo Sponsor (x) owns a majority of the voting power and (y) controls a majority of the Board of Directors of the Company.

  • 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.

  • Parent Companies means, collectively, (i) Charter, (ii) Charter Holdings, (iii) Charter Communications Holding Company, LLC, a Delaware limited liability company, and (iv) CCH II.

  • Controlled Investment Affiliate means, as to any Person, any other Person, other than any Investor, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

  • Subject Company shall have the meaning set forth in Section 6.10(a).