Excluded Entity definition

Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

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Excluded Entity means each of the Hong Kong Disneyland Entities, the Shanghai Project Entities and the Specified Project Entities.

Excluded Entity means any entity to which The RMR Group LLC (or any entity controlled by, under common control with or controlling The RMR Group LLC) provides management, advisory or shared services.

Examples of Excluded Entity in a sentence

• For the avoidance of doubt, in no event shall the license rights set forth in Section 3.5 extend to the past, present and future products or services of an Excluded Entity, even if such Excluded Entity or any of its assets are acquired by Seller or any of its Affiliates.

• Notwithstanding the foregoing, if an Ex-Affiliate or Divested Business is acquired by an Excluded Entity, then the license rights set forth in Section 3.5 shall no longer extend to the Ex-Affiliate or Divested Business.

• Without limiting the preceding sentence and except for [***], no license or covenant not to sue under any Assigned Patents has been granted to any Excluded Entity, no license has been granted that permits sublicensing of any Assigned Patents to any Excluded Entity, and there are no other restrictions on, nor Encumbrances that could impact, Purchaser’s ability to enforce the Assigned Patents against any Excluded Entity.

• Seller may assign all, but not less than all, of its right, title and interest in, to and under the license rights set forth in Section 3.5, without Purchaser’s written consent, to an Acquiring Party in connection with a Transfer Event, provided that (a) Seller provides Purchaser with prompt written notice of such Transfer Event, (b) the Acquiring Party agrees in writing to be bound by all of the terms and conditions of Sections 3.5-3.11, and (c) the Acquiring Party is not an Excluded Entity.

• The license rights set forth in Section 3.5 shall immediately terminate upon the occurrence of a Transfer Event in which the Acquiring Party is an Excluded Entity.

More Definitions of Excluded Entity

Excluded Entity means any of the following: (A) The Blackstone Group L.P. and any of its Affiliates including Blackstone PB Capital Partners V L.P., Blackstone PB Capital Partners V Subsidiary L.L.C., Blackstone PB Capital Partners V-AC L.P., Blackstone Family Investment Partnership V USS L.P., Blackstone Family Investment Partnership V-A USS SMD L.P., Blackstone Participation Partnership V USS L.P. and their respective general partners, Blackstone Group Management L.L.C., Blackstone, Blackstone Management Associates V USS L.L.C. and BCP V USS Side-by-Side GP L.L.C.; (B) First Reserve Management, L.P. and any of its Affiliates, including FR PBF Holdings LLC and FR PBF Holdings II LLC; (C) PBF Energy Inc. and any entities of which a majority of the voting power of its voting equity securities and equity interests is owned directly or indirectly by PBF Energy Inc.; and (D) any employee benefit plan (or trust forming a part thereof) sponsored or maintained by any of the foregoing.

Excluded Entity means an entity (i) that has been excluded, debarred, suspended or is otherwise ineligible to participate in federal health care programs such as Medicare or Medicaid by the Office of the Inspector General (“OIG/HHS”) of the Department of Health and Human Services, or (ii) that has been excluded, debarred, suspended or is otherwise ineligible to participate in federal procurement and non-procurement programs, including those produced by the United States General Services Administration (“GSA”).

Excluded Entity means each of (i) STR-Registrar LLC, (ii) CTC Asia Ltd. and (iii) Specialized Technology Resources (India) Pvt Ltd. to the extent that the necessary governmental consents to make a valid and enforceable pledge of 66% of its issued and outstanding stock to the Collateral Agent have not been obtained.

Excluded Entity has the meaning set forth in Section 6.2.

Excluded Entity has the meaning set forth in Section 8.3.3(c).

Excluded Entity means (a) (i) any Subsidiary of the Company which is not wholly-owned solely to the extent (x) such Subsidiary is not permitted to guarantee the Obligations pursuant to the terms of its Organizational Documents (not entered into in contemplation of circumventing the requirements of the Note Documents) or (y) the pledge of whose Equity Interests is prohibited by the terms of its Organizational Documents (not entered into in contemplation of circumventing the requirements of the Note Documents) and, in each case, is a Joint Venture and the Equity Interests in such Joint Venture that is not held by a JV Partner is held by a third party that is not an Affiliate of the Company, (ii) any Subsidiary of the Company or a Guarantor that is (x) prohibited by applicable law, rule or regulation or by any contractual obligation (other than to the extent such obligation was entered into or created in contemplation thereof or for the purpose of circumventing the requirements of the Note Documents) existing on the Issue Date or on the date any such Subsidiary is acquired, in each case from guaranteeing the Note Obligations or (y) which would require governmental (including regulatory) consent, approval, license or authorization to provide such a guarantee, for so long as such prohibition or circumstance exists and (iii) any Subsidiary for which the provision of such guarantee or the pledge of whose stock (A) would result in material adverse tax consequence to the Company and its Subsidiaries, taken as a whole (as reasonably determined by the Company in good faith and agreed to in writing by the Requisite Holders Counsel or the Requisite Holders and certified to the Collateral Agent), or (B) would conflict with the statutory obligations of the directors (or other officers) of the relevant Subsidiary or contravene any legal prohibition or regulatory condition (including any fiduciary obligations in connection with any legal prohibition or regulatory condition), as reasonably determined by such Subsidiary, or would result in (or in a material risk of) civil or criminal liability (including due to the breach of any fiduciary obligations in connection with any civil or criminal liability) on the part of any director (or other officer) of such Subsidiary; provided that, in each case, the relevant Subsidiary shall use commercially reasonable efforts lawfully available to it to overcome any such obstacle, and (b) any Subsidiary having total assets having a value of not greater tha...

Excluded Entity means American Healthcare Investors LLC and Grif▇▇▇ ▇▇▇ital Corporation (and any Affiliate of either).