Amendment to Definition of Affiliate Sample Clauses

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.”
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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:
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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...
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Amendment to Definition of Affiliate. The definition of “Affiliate” in Section 8.4 of the Investor Rights Agreement is amended and restated as follows:
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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."
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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.”
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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." 5. New Definition of WCI Operating Agreement. The following new definition of "WCI Operating Agreement" is added as Section 1(ss) of the Shareholders Agreement: "The term 'WCI Operating Agreement' shall mean the Second Amended and Restated Operating Agreement of Windward/MSG Co-Invest, LLC, as amended, restated, supplemented, modified or otherwise modified from time to time." 6. New Definition of WCI II Operating Agreement. The following new definition of "WCI II Operating Agreement" is added as Section 1(tt) of the Shareholders Agreement: "The term 'WCI II Operating Agreement' shall mean the Amended and Restated Operating Agreement of Windward/MSG Co-Invest II, LLC, as amended, restated, supplemented, modified or otherwise modified from time to time." 7. New Definition of Mezzanine Shares. The following new definition of "Mezzanine Shares" is added as Section 1(uu) of the Shareholders Agreement: "The term 'Mezzanine Shares' shall mean the shares of Company Common Stock acquired by WCI and WCI II pursuant to the Subordinated Note Agreement and the Stock and Unit Purchase Agreement, dated as of November 13, 2001, among the Company, WCI, WCI II, and the purchasers named therein." 8. Amendments to Section 1.1(x). Section 1.1(x) of the Shareholders Agreement is hereby amended as follows: (a) The reference to "and (E) any Person to whom either Windward Capital, WCL or WCI sells" in clause (i) of Section 1.1(x) of the Shareholders Agreement is hereby deleted and replaced with a reference to "(E) any Person that is a member of WCI or WCI II, and (F) any Person to whom any of Windward Capital, WCL, WCI or WCI II sells". -2- <PAGE> (b) The parenthetical phrase in clause (ii) of Section 1.1(x) of the Shareholders Agreement that begins "which consent shall not be withheld unless," is hereby deleted and replaced with the following: "which consent (I) shall not be withheld unless, in the opinion of the Company, such transfer together with all other transfers of Company Stock made after the Initial Closing could result in or create a significant risk (as defined below) that the Company may become subject to, or after any Registration w...
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Related to Amendment to Definition of Affiliate

  • Amendment to Definition The definition of “Loan Papers” contained in Section 1.1 of the Credit Agreement shall be amended and restated to read in full as follows:

  • Amendment to Definitions In Section 1.01, amendments are made to the definitions, as follows:

  • Definition of Affiliate For purposes of this Agreement, the term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with Employer.

  • Definition of Company Solely for purposes of this Article 6, the term "Company" also shall include any existing or future subsidiaries of the Company that are operating during the time periods described herein and any other entities that directly or indirectly, through one or more intermediaries, control, are controlled by or are under common control with the Company during the periods described herein.

  • Certain Additional Definitions As used in this Agreement, the following terms shall have the respective meanings ascribed thereto in the respective sections of this Agreement set forth opposite each such term below: Term Section Accounting Firm 2.4(c)(iv) Agreement Preamble Balance Sheet Date 3.6(a) Buyer Preamble Buyer Indemnified Parties 12.1 Buyer Subsidiaries 5.5 Buyer Termination Fee 10.2 Claims Notice 12.3(a) Closing 2.2 Closing Balance Sheet 2.4(b) Closing Date 2.2 Closing Date Payment 2.1(i) Closing Date Purchase Price 2.1(f) Closing Date Schedule 2.4(b) Closing Employee Payments 2.3(f) Common Stock 3.3(a) Company Preamble CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Company Benefit Plan 3.16(a) Company Disclosure Schedule Article III Company Financial Statements 3.6(a) Company Indemnified Parties 7.1(a) Company Organizational Documents 3.2(a) Company Pre-Closing Certificate 2.4(a) Company Representatives 6.1 Current Balance Sheet 3.6(a) DDT Preamble Dispute Notice 2.4(c)(ii) Effective Date Preamble Escrow Agent 2.3(d) Escrow Agreement 2.3(d) Escrow Fund Excess Amount 2.4(d)(iii) Estimated Closing Cash 2.4(a) Estimated Closing Debt 2.4(a) Estimated Identified Capital Expenditures 2.4(a) Estimated Unpaid Company Transaction Expenses 2.4(a) Excluded Claims 12.4(b) Expense Fund Excess Amount 2.4(d)(iv) Expert Calculations 2.4(c)(iv) Expiration Date 12.4(a) Final Closing Date Payment Schedule 2.3(a) Fraud Claims 12.4(a) GDT Preamble GSC Preamble GSH Preamble Guarantor Preamble Holder Group 13.6 Indemnified Party 12.3(a) Indemnifying Party 12.3(a) Leased Real Property 3.12(b) Liability Claim 12.3(a) Listed Contracts 3.15(a) Litigation Conditions 12.3(b) Major Customers 3.21(b) Major Suppliers 3.21(a) Mini-Basket 12.4(b) Negative Adjustment Amount 2.4(d)(i) Optionholder 3.3(a) Optionholder Pay-Off Agreements 6.4(a) Outside Date 10.1(c) CONFIDENTIAL TREATMENT REQUESTED BY FLOWERS FOODS, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT, MARKED BY *****, HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Term Section Positive Adjustment Amount 2.4(d)(ii) Pre-Closing Period 6.1 Property Taxes 11.2 Purchase and Sale 2.1 Purchase Price 2.1(h) Review Period 2.4(c)(ii) SDT Preamble Seller Indemnified Parties 12.2 Sellers Preamble Shareholders’ Representative 13.1(a) Shareholders’ Representative Expense Fund 2.3(e) Shares Recitals Specified Accounting Principles 2.4(a) Stock Options 3.3(a) ***** 12.4(c) Threshold Amount 12.4(b)

  • Existing Definitions Section 1.2 of the Credit Agreement is hereby amended as follows:

  • UCC Definitions Unless otherwise defined herein or the context otherwise requires, terms for which meanings are provided in the UCC are used in this Security Agreement, including its preamble and recitals, with such meanings.

  • Certain Additional Defined Terms In addition to such terms as are defined in the opening paragraph of and the recitals to this Agreement and in Section 1.1, the following terms are used in this Agreement as defined in the Sections set forth opposite such terms: Defined Term Section Reference ------------ -----------------

  • Amendment to Section 1.1 Section 1.1 of the Credit Agreement is hereby amended by inserting the following new definitions in the appropriate alphabetical order therein:

  • Definitions Certain Terms Section 1.01

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