Amendment to Definition of Affiliate. The definition of "Affiliate" contained in Section 1(a) of the Shareholders Agreement is hereby amended by deleting the "." at the end of the final line thereof and by adding the following in replacement therefor: "or (z) in the case of any institutional Shareholder, any investment fund managed by such person or such person's Affiliates."
Amendment to Definition of Affiliate. Section 1(c) of the Current Rights Agreement is amended by adding the following to the end of Section 1(c): “To the extent not included within the foregoing clause of this Section 1(c), “Affiliate” shall also include, with respect to any Person, any other Person (other than an Exempt Person) whose Common Stock would be deemed constructively owned by such first Person for purposes of Section 382 and the Treasury Regulations promulgated thereunder.”
Amendment to Definition of Affiliate. The definition of "Affiliate" in Section 1 of the Registration Rights Agreement is hereby amended to read in its entirety as follows:
Amendment to Definition of Affiliate. The proposed Amendment to the definition of Affiliate would exclude MII (or another public entity) from such definition for so long as the Marriott family or some other person or group of persons does not own 20% or more of the outstanding common stock of both the General Partner (directly or through Parent) and MII (or such other public entity). Approval of this amendment would eliminate transactions between the Partnership and MII from the definition of an Interested Transaction. The Partnership Agreement currently permits Limited Partners to terminate any agreement (including the Management Agreement with MII and the Operating Lease with the Operating Tenant), pursuant to which operating management of any of the Partnership's hotels is vested in the General Partner or an Affiliate, that the Partnership has the right to terminate as a result of the failure of the operation of such hotel to achieve specifically defined objectives. Termination by the Limited Partners under such circumstances can occur without the consent of the General Partner upon the affirmative vote of Limited Partners holding a majority of the outstanding Units. Because the revised definition of Affiliate would exclude MII unless or until the Marriott family or some other person or persons owns 20% or more of the outstanding common stock of both the General Partner (directly or through Parent) and MII, the Orlando Management Agreement and the Harbor Beach Operating Lease would be deemed to be vested in a third party, rather than an Affiliate. However, the Partnership Agreement is proposed to be amended to maintain the Limited Partners' right under the Partnership Agreement to terminate a management agreement or operating lease with MII for cause. The Partnership Agreement currently prohibits the General Partner, without the consent of Limited Partners holding a majority of the outstanding Units, from causing the Partnership to amend any agreement, contract or arrangement with the General Partner or any Affiliate in a manner that reduces the responsibilities or duties of the General Partner, increases the compensation payable to the General Partner or its Affiliates, or adversely affects the rights of the limited partners. As discussed above, the proposed Amendment to the definition of Affiliate would exclude MII unless or until the Marriott family or some other person or group of persons owns 20% or more of the outstanding common stock of both the General Partner (directly or through P...
Amendment to Definition of Affiliate. (a) The following phrase shall be added at the end of the definition of “Affiliate” in Section 1.2 after the word “otherwise” “; provided, however, that , for purposes of this Agreement, all of the Shareholders shall be considered Affiliates of each other.”
Amendment to Definition of Affiliate. The definition of “Affiliate” in Section 8.4 of the Investor Rights Agreement is amended and restated as follows:
