Controlling Person definition
Examples of Controlling Person in a sentence
If any action is brought against an Underwriter or Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 5.1.1, such Underwriter shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or Controlling Person, as applicable) and payment of actual expenses.
In addition, no Global Subordinated Notes (other than Global Subordinated Notes purchased from the Issuer as part of the initial offering or on the Closing Date) may be held by or transferred to a Benefit Plan Investor or Controlling Person and each beneficial owner of a Global Subordinated Note acquiring its interest in the Subordinated Notes in the initial offering or on the Closing Date shall provide to the Issuer a written certification in the form of Exhibit B-5 attached hereto.
Notwithstanding anything to the contrary contained herein, if any such Underwriter or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.