Covered Persons. As used in this section 6.2, the term “Covered Person” means (i) the Manager and its affiliates, (ii) the members, managers, officers, employees, and agents of the Manager and its affiliates, and (iii) the officers, employees, and agents of the Company, including a Representative, each acting within the scope of his, her, or its authority.
Covered Persons. (i) MSSB and its executive officers and directors and officers participating in the offering of any of the Partnerships;
Covered Persons. References to the Warrant Agent in this Section 8.3 shall include the Warrant Agent and its affiliates, principles, directors, officers, employees, agents, representatives, attorneys, accountants, advisors and other professionals.
Covered Persons. To the full extent permitted by applicable law, each --------------- Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 7.3 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thereof.
Covered Persons. An individual who is currently enrolled with United for the provision of services under the State Program. A Covered Person may also be referred to as an Enrollee, Member, Customer or other similar term under the Agreement and/or Subcontract.
Covered Persons. As used in this Agreement, the term “Covered Person” means each Stockholder, Director, and officer of the Company and any entity in which the Company owns a controlling interest (a “Subsidiary”).
Covered Persons. The obligations of the Sellers under this Article XII shall extend, upon the same terms and conditions, to each Person, if any, who controls Buyer, the Company and each of their respective assigns, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and to directors, officers, managers, employees, consultants and agents of Buyer or the Company and each of their respective assigns, and their controlling persons.
Covered Persons. Borrower shall cause each other Covered Person to comply with each of the terms and provisions of this Agreement and the other Loan Documents, and Borrower acknowledges and agrees that failure of Borrower or any Covered Persons to comply with the terms of this Agreement and the other Loan Documents, shall be a Default hereunder and thereunder.
Covered Persons. Prior to the effective date of the Registration Statement, the Company will cause each of its officers, directors, 5% or more shareholders, and their affiliates ("Covered Persons) to agree in writing with the Representative that, without the prior written consent of the Representative, each such Covered Person who is an officer, director, or an affiliate of an officer or director, will not sell for a period of one year after the effective date of the Registration Statement any of the Company's shares of Common Stock owned by him or it prior to such effective date. The Company and the Representative agree that Maurice Porter shall be deemed not be a Covered Person. Such axxxxxxxx xxxx also provide that if a Covered Person who is an officer or director of the Company on the effective date of the Registration Statement ceases to be an officer or director of the Company during the period of one year after the effective date of the Registration Statement, then such Covered Person and the affiliates of such Covered Person will agree not to sell any of the Company's shares of Common Stock owned by such Covered Person and such Covered Person's affiliates prior to the effective date of such Registration Statement until the expiration of one year after the effective date of the Registration Statement. For purposes of this Underwriting Agreement, the term "affiliate" shall have the meaning ascribed to it in Rule 405 under the Act. Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three year period after the effective date of the Registration Statement under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer. In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis. If any person required to execute an agreement under this subsection 5.31.03. has pledged, or during the applicable period pledges, any of the Company's shares of Common Stock which are covered by such agreement; such person shall cause his pledgee to also agree in writing to comply with the pledgor's agreement with the Representative. A copy of any such written agreement from the pledgee shall be promptly delivered by the pledgor to the Representative after execution thereof by the pledgee.
