Exempted Entity definition
Exempted Entity means (i) the Company, (ii) any Subsidiary (as defined below) of the Company (in the case of subclauses (i) and (ii) including, without limitation, in its fiduciary capacity), (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or (iv) any entity or trustee holding (or acting in a fiduciary capacity in respect of) Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.
Exempted Entity means (A) any CFC Subsidiary, (B) any Subsidiary other than a CFC Subsidiary, but only if (i) it is a direct or indirect owner of more than 65% of the voting equity interests of one or more CFC Subsidiaries, (ii) it and all other entities (if any) through which it owns (directly or indirectly) more than 65% of the voting equity interests of such CFC Subsidiaries are DREs or partnerships for U.S. federal income tax purposes, (iii) all or substantially all of its assets and each such DRE’s or partnership’s assets are interests in such CFC Subsidiaries (and de minimis cash and Cash Equivalents incidental thereto and capital stock, other equity interests and indebtedness of such CFC Subsidiaries) and (iv) it and each such DRE or partnership does not directly hold an equity interest in a Domestic Subsidiary other than a DRE or partnership described in this clause (B), (C) any domestic corporate (for U.S. federal income tax purposes) Subsidiary if all or substantially all of its assets consist of (i) more than 65% of the voting equity interests of one or more CFC Subsidiaries (and de minimis cash and Cash Equivalents incidental thereto and capital stock, other equity interests and indebtedness of such CFC Subsidiaries held directly or indirectly solely through one or more DREs) and/or (ii) interests in one or more DREs in each case whose assets consist solely of more than 65% of the voting equity interests of such CFC Subsidiaries (and de minimis cash and Cash Equivalents incidental thereto and capital stock, other equity interests and indebtedness of such CFC Subsidiaries and other immaterial assets) that are held directly or indirectly solely through one or more DREs and (D) a Subsidiary of an Exempted Entity described in clause (A), (B) or (C) to the extent not treating such Subsidiary as an Exempted Entity creates a substantial risk of a material adverse tax consequence to Holdings; provided that, in the case of each of clauses (A), (B) and (C), Holdings provides documentation and support of such conclusion in form and substance reasonably satisfactory to the Administrative Agent.
Exempted Entity means any type of company, partnership, unit trust or other entity specified as such by Regulations;
Examples of Exempted Entity in a sentence
Participant is either a South Carolina Public Procurement Unit or an Exempted Entity.
An Investor that is an entity and that is also a Restricted Person under Item I may still be able to participate in new issue investments if it indicates below that it is also an Exempted Entity.
Notwithstanding anything contained in this Agreement to the contrary, (i) no supplement or amendment shall be made which changes the Redemption Price and (ii) no supplement or amendment that changes the rights of any Exempted Entity contained in this Agreement (other than the addition of other Persons as Exempted Entities) will be effective against such Exempted Entity without its prior written consent, which consent shall not be unreasonably withheld.
An applicant that is an entity and that is also a Restricted Person under Part A of Item I or a Covered Investor under Part A of Item II may still be able to participate in New Issues if it indicates in Item III that it is also an exempted entity (an "Exempted Entity").
Accordingly, each such applicant should check the box next to any applicable categories under Item III to determine whether the applicant is an Exempted Entity.
More Definitions of Exempted Entity
Exempted Entity means: (1) any Veritas Entity, (2) any transferee of any Veritas Entity that acquires directly from any such Veritas Entity 10% or more of the then outstanding Common Stock (a "NON-VERITAS EXEMPTED ENTITY"), (3) any transferee of any Non-Veritas Exempted Entity that acquires directly from any Non-Veritas Exempted Entity 10% or more of the then outstanding Common Stock (a "NON-VERITAS EXEMPTED ENTITY TRANSFEREE") and (4) any Person who or which is the Beneficial Owner of Common Stock beneficially owned by an Exempted Entity; provided, however, that any Non-Veritas Entity, any Non-Veritas Exempted Entity and any Non-Veritas Exempted Entity Transferee shall cease to be an Exempted Entity as of the date that such Non-Veritas Entity, Non-Veritas Exempted Entity or Non-Veritas Exempted Entity Transferee ceases to beneficially own 10% or more of the shares of the then outstanding Common Stock.
Exempted Entity means: (1) any Reuters Entity, (2) any transferee of any Reuters Entity that acquires directly from any such Reuters Entity more than fifteen percent (15%) of the then outstanding Common Stock (a "Non-Reuters Exempted Entity"), and (3) any transferee of a Non-Reuters Exempted Entity that acquires directly from any such Non-Reuters Exempted Entity more than fifteen percent (15%) of the then outstanding Common Stock (a "Non-Reuters Exempted Entity Transferee") and (4) any parent company or controlling shareholder of any of the Persons specified in clauses (1) through (3) above (in either case, an "Exempted Parent"); provided, however, that (y) no Reuters Entity shall have the right to create more than two Non-Reuters Exempted Entities for purposes of this Agreement at any time after Reuters shall Beneficially Own less than a majority of the then outstanding Common Stock, and (z) any Reuters Entity, any Non-Reuters Exempted Entity, any Non-Reuters Exempted Entity Transferee and any Exempted Parent shall cease to be an Exempted Entity as of the date that such Reuters Entity, Non-Reuters Exempted Entity, Non-Reuters Exempted Entity Transferee or Exempted Parent ceases to Beneficially Own fifteen percent (15%) or more of the shares of the then outstanding Common Stock.
Exempted Entity means (1) the Company, (2) any Subsidiary (as defined below) of the Company (in the case of subclauses (1) and (2) including, without limitation, in its fiduciary capacity), (3) any employee benefit plan of the Company or of any Subsidiary of the Company, (4) any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company and (5) any HW Entity; provided, however, that any HW Entity shall only be deemed to be an Exempted Entity for so long as it beneficially owns no more than 16% of the outstanding Common Stock; and provided, further, that any HW Entity shall cease to be an Exempted Entity as of the date that such HW Entity ceases to beneficially own 15% or more of the shares of the then outstanding Common Stock.
Exempted Entity means (i) the Company, (ii) any Subsidiary (as defined below) of the Company (in the case of subclauses (i) and (ii) including, without limitation, in its fiduciary capacity), (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity or trustee holding (or acting in a fiduciary capacity in respect of) Ordinary Shares for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company, or (v) any Person who currently Beneficially Owns 20% or more of the Ordinary Shares as evidenced by a Schedule 13D filing made prior to the date of this Agreement and only to the extent of such Person’s Beneficial Ownership as disclosed in such Schedule 13D filing, including, without limitation, any members of the Management Group; provided, however, solely with respect to this clause (v), any such Person, including, without limitation, the Management Group, would cease to be an Exempted Entity upon the acquisition of additional Ordinary Shares that would increase such Person’s Beneficial Ownership by 0.5% or more of the Ordinary Shares outstanding at the time of acquisition of any such additional shares pursuant to this clause (v).
Exempted Entity means (1) the Company, (2) any Subsidiary (as defined below) of the Company (in the case of subclauses (1) and (2) including, without limitation, in its fiduciary capacity), (3) any employee benefit plan of the Company or of any Subsidiary of the Company, (4) any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company, and (5) any HW Entity (as defined in the Rights Agreement); provided, however, that any HW Entity shall only be deemed to be an Exempted Entity for so long as it beneficially owns no more than 16% of the outstanding Common Stock; and provided, further, that any HW Entity shall cease to be an Exempted Entity as of the date that such HW Entity ceases to beneficially own 15% or more of the shares of the then outstanding Common Stock.
Exempted Entity means: (1) any Artal Entity, (2) any transferee of any Artal Entity that acquires directly from any such Artal Entity ten percent (10%) or more of the then outstanding Common Stock (a "Non-Artal Exempted Entity"), (3) any transferee of any Non-Artal Exempted Entity that acquires directly from any Non-Artal Exempted Entity ten percent (10%) or more of the then outstanding Common Stock (a "Non-Artal Exempted Entity Transferee") and (4) any Person who or which is the Beneficial Owner of Common Stock beneficially owned by an Exempted Entity; provided, however, that any Artal Entity, any Non-Artal Exempted Entity and any Non-Artal Exempted Entity Transferee shall cease to be an Exempted Entity as of the date that such Artal Entity, Non-Artal Exempted Entity or Non-Artal Exempted Entity Transferee ceases to beneficially own ten percent (10%) or more of the shares of the then outstanding Common Stock.
Exempted Entity means (1) the Company, (2) any subsidiary of the Company (in the case of subclauses (1) and (2) including, without limitation, in its fiduciary capacity), (3) any employee benefit plan of the Company or of any subsidiary of the Company, (4) any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any subsidiary of the Company.