Affiliated Buyer definition

Affiliated Buyer means, with respect to an Asset Sale or tender offer, any Person (i) who is an Affiliate of the Company, (ii) who is an officer, director, employee or member of the Company or any Affiliate of the Company, or (iii) a majority of which Person’s total outstanding equity, upon consummation of such transaction, is held by Persons who are equity holders in the Company immediately prior to the consummation of such transaction.
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Affiliated Buyer means a Buyer:
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Affiliated Buyer means each of the Affiliates of Buyer that purchases any right, title or interest in any of the Transferred Assets or Newco Quotas, and “Affiliated Buyers” means all such Affiliates collectively.
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Examples of Affiliated Buyer in a sentence

  • Buyer and Seller shall cooperate in using their commercially reasonable efforts to obtain any Governmental Permits required for Buyer to operate the Business in any jurisdictions (i) where Seller or one of its Affiliates is currently operating the Business through an entity that is not the Acquired Entity or (ii) where a change of control of the Acquired Entity would require consent or a transfer of a Governmental Permit to Buyer or an Affiliated Buyer.

  • To facilitate such elections, at the Closing, Parent shall deliver to Buyer IRS Forms 8023 and any similar forms under state or local law (each a “Form 8023”) with respect to Buyer’s (or an Affiliated Buyer’s) purchase of the shares of each Consolidated Domestic Subsidiary, which Forms 8023 shall have been duly executed by authorized persons on behalf of Parent, and Buyer shall cause the Forms 8023 to be duly executed by an authorized person for Buyer or an Affiliated Buyer, as applicable.

  • For the avoidance of doubt, unless any such fee has otherwise been disclosed and consented to by an Affiliated Buyer (as defined below), no fee shall be paid to KCM with respect to any commitments provided by an investment fund, vehicle or account that is discretionarily managed in a fiduciary capacity by an affiliate of KCM for the benefit of one or more third party investors (an “Affiliated Buyer”).

  • Buyer shall send to Parent a statement that apportions each Property Tax pursuant to this Section 7.3(e) based upon the amount of Property Taxes actually invoiced and paid to the applicable Taxing Authority by Buyer or an Affiliated Buyer, as applicable.

  • Upon completion of a direct rollover of a Transferred Employee’s account balances, as described in this Section 7.4(l), Buyer or an Affiliated Buyer and Buyer’s 401(k) Plan shall be fully responsible for all benefits relating to past service of such Transferred Employee and none of Parent, the Subsidiary Sellers and Seller’s 401(k) Plan shall have any liability whatsoever with respect to such benefits.

  • Each Affiliated Buyer is duly organized, validly existing and in good standing (to the extent such concept is known in the relevant jurisdiction) under the Laws of the jurisdiction of its organization and each Affiliated Buyer has full power and authority to own its properties and carry on its business in the places where such properties are now owned or such businesses are now being conducted, except where the absence of such power and authority would not have a Buyer Material Adverse Effect.

  • Neither Seller nor any Affiliate of Seller has incurred any obligation or entered into any agreement for any investment banking, brokerage or finder’s fee or commission in respect of the transactions contemplated by this Agreement or the Seller Related Agreements for which Buyer or the Acquired Entity or any Affiliated Buyer will incur any liability.

  • Neither Parent nor any Subsidiary Seller has incurred or is reasonably expected to incur any unsatisfied Liability to the Pension Benefit Guaranty Corporation or any Seller Benefit Plan under Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA or other similar applicable Law, in each case, that could result in the imposition of any material Liability on Buyer or any other Affiliated Buyer.

  • On the terms and subject to the conditions set forth in this Agreement, at the Closing, Goodyear shall sell, convey, assign, transfer and deliver to Buyer or an Affiliated Buyer that is organized in the United States, as determined by Buyer, the Newco Quotas, and Buyer or an Affiliated Buyer, as determined by Buyer, shall purchase and acquire from Goodyear the Newco Quotas free and clear of any Lien.

  • Such statement shall be accompanied by proof of the actual payment of such Property Taxes by Buyer or an Affiliated Buyer.


More Definitions of Affiliated Buyer

Affiliated Buyer means, with respect to an Asset Sale or tender offer, any Person
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Affiliated Buyer means any Proposed Buyer which is (i) any Bain Investor or Affiliated Fund or (ii) any Person in which any Bain Investor or Affiliated Fund holds any shares of stock (or in the case of a Person which is not a corporation, equivalent class of beneficial interest), other than shares of stock (or equivalent beneficial interest) to be received in exchange for Securities pursuant to the Sale.
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Affiliated Buyer means a Buyer (i) over which you or any company in your group has direct or indirect control through participation in its management, administration or capital, or (ii) which has similar control over you or a company in your group or (iii) is part of the same group as you.
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Affiliated Buyer means a Buyer (i) over which you or any company in your group has direct or indirect con- trol through participation in its management, administration or capital, or (ii) which has similar control over you or a company in your group or (iii) is part of the same group as you, or (iv) to whom you have a family relation- ship (either direct relatives or persons related by marriage), or (v) where such person with whom you have such family relationship has direct or indirect control through participation in the Buyer’s management, admin- istration or capital.
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Affiliated Buyer has the meaning given in the recitals.
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Affiliated Buyer means any Proposed Buyer which is (i) any Fund Investor or Affiliated Fund, or any of their respective Affiliates, other than any Person which first becomes an Affiliate of any Fund Investor or Affiliated Fund upon the purchase of Securities in the Sale, or (ii) any Person in which any Fund Investor or Affiliated Fund holds any share of stock (or in the case of a Person which is not a corporation, equivalent class of beneficial interest), other than shares of stock (or equivalent beneficial interest) to be received in exchange for Securities pursuant to the Sale.
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Related to Affiliated Buyer

  • Qualified buyer means an applicant who meets the criteria in section 4.

  • Controlled unaffiliated business means a company:

  • Affiliated Party means, with respect to any Purchaser, any person or entity which, directly or indirectly, controls, is controlled by or is under common control with such Purchaser, including, without limitation, any general partner, officer or director of such Purchaser and any venture capital fund now or hereafter existing which is controlled by one or more general partners of, or shares the same management company as, such Purchaser.

  • Affiliated business entity relationship means a relationship, other than a parent- subsidiary relationship, that exists when

  • Affiliated Association means an Association accorded the status of an Affiliated Association under the rules of The FA.

  • Co-Investor means any of (a) the assignees, if any, of the equity commitments of any Sponsor who become holders of Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) on the Original Closing Date in connection with the acquisition of the Company by the Sponsor and (b) the transferees, if any, that acquire, within 90 days of the Original Closing Date, any Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) held by any Sponsor as of the Original Closing Date.

  • Affiliated has a correlative meaning.

  • Person acting as a parent means a person, other than a parent, who:

  • Affiliated Redeeming Unitholder means an affiliated person or a promoter of or a principal underwriter for the Trust, or an affiliated person of such a person, promoter or principal underwriter. The terms "affiliated person," "promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Interested Party means a person:

  • Affiliated Fund means with respect to any Investors, each corporation, trust, limited liability company, general or limited partnership or other entity under common control with that Investor (including any such entity with the same general partner or principal investment advisor as that Investor or with a general partner or principal investment advisor that is an Affiliate of the general partner or principal investment advisor of that Investor).

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Specified Person means a person who has:

  • Interested Person and “Principal Underwriter” shall have the meanings given them in the 1940 Act.

  • BHC Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §1841(k).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Business Entity means a natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of this State or of any other state or foreign jurisdiction;

  • affiliated person promoter" and "principal underwriter" as used in the preceding sentence shall have the meanings assigned to each such term in the Investment Company Act of 1940, as amended.

  • Affiliated Funds are any fund of Xxxx Xxxxxxx Trust (“JHVIT”), Xxxx Xxxxxxx Funds II (“JHF II”) or Xxxx Xxxxxxx Funds III (“JHF III”), excluding the following funds of JHVIT: the Money Market Trust B, 500 Index Trust B, International Equity Index Trust B and Total Bond Market Trust B.

  • person with a 0.25 per cent. interest means a person who holds, or is shown in any register or record kept by the company under the Companies Acts as having an interest in, shares in the company which comprise in total at least 0.25 per cent. in number or nominal value of the shares of the company (calculated exclusive of any shares held as treasury shares), or of any class of such shares (calculated exclusive of any shares of that class held as treasury shares), in issue at the date of service of the restriction notice;

  • Interested Member means any person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that:

  • Interested Shareholder means any Person (other than the Company and any direct or indirect majority-owned subsidiary of the Company) that (i) is the owner of 15% or more of the outstanding voting Shares of the Company, or (ii) is an affiliate or associate of the Company and was the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder, and the affiliates and associates of such Person; provided, however, that the term “interested Shareholder” shall not include (x) any Person who (A) owned Shares in excess of the 15% limitation set forth herein as of, or acquired such Shares pursuant to a tender offer commenced prior to, the date of registration by the Registrar of the notice of adoption of the Articles, which set forth this Article 25, or pursuant to an exchange offer announced prior to the aforesaid date and commenced within 90 days thereafter and either (I) continued to own Shares in excess of such 15% limitation or would have but for action by the Company or (II) is an affiliate or associate of the Company and so continued (or so would have continued but for action by the Company) to be the owner of 15% or more of the outstanding voting Shares of the Company at any time within the 3-year period immediately prior to the date on which it is sought to be determined whether such Person is an interested Shareholder or (B) acquired said Shares from a Person described in item (A) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (y) any Person whose ownership of Shares in excess of the 15% limitation set forth herein is the result of action taken solely by the Company; provided that such Person shall be an interested Shareholder if thereafter such Person acquires additional Shares of voting Shares of the Company, except as a result of further corporate action not caused, directly or indirectly, by such Person. For the purpose of determining whether a Person is an interested Shareholder, the voting Shares of the Company deemed to be outstanding shall include Shares deemed to be owned by the Person through application of Article 23.3(i) but shall not include any other unissued Shares of the Company which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. Any determination made by the Board of Directors as to whether any Person is or is not an interested shareholder shall be conclusive and binding upon all shareholders of the Company.

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Investor Affiliate means (i) the Investor or any of his immediate family members, and any such persons’ respective Affiliates and direct and indirect Subsidiaries, (ii) any sponsor, limited partnerships or entities managed or controlled by the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries, (iii) any trust of the Investor or any of his immediate family, or any of such persons’ respective Affiliates and direct or indirect Subsidiaries or any trust in respect of which any such persons is a trustee, (iv) any partnership of which the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries is a partner that is managed or controlled by the Investor, any of his immediate family or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, and (v) any trust, fund or other entity which is managed by, or is under the control of, the Investor or any of his immediate family, or any of such persons’ respective Affiliates or direct or indirect Subsidiaries, but excluding the Issuer or any of its Subsidiaries.