Covered Persons definition

Covered Persons has the meaning set forth in Section 20(a).

Covered Persons are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of the sale of the Shares; and any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Shares (a “Solicitor”), any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in the offering of any Solicitor or general partner or managing member of any Solicitor.

Covered Persons includes:

Examples of Covered Persons in a sentence

• Article 9 of this Agreement shall also inure to the benefit of Covered Persons as defined therein.

• For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act; provided, however, that Company Covered Persons do not include (a) any “Holder”, (b) any person or entity that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and any “Holder”, or (c) any director of the Company that has been designated by any “Holder”.

• Any repeal or modification of this Article XI shall not adversely affect any rights of such Covered Persons pursuant to this Article XI, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omission occurring prior to such repeal or modification.

• Within 90 days after the Effective Date, Provider shall develop and implement a written process for Certifying Covered Persons to follow for the purpose of completing the certification required by this section (e.g., reports that must be reviewed, assessments that must be completed, sub-certifications that must be obtained, etc.

• In connection with an Underwritten Offering, the Company, if requested, will indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Covered Persons and in such other manner as the underwriters may request in accordance with their standard practice.

More Definitions of Covered Persons

Covered Persons means any officer, director, trustee or employee of the Funds, Adviser, Sub-Advisers or Distributor.

Covered Persons means: • All MSIM Employees; • All directors and officers of MSIM; • Any person (such as certain consultants, leased workers or temporary workers (“Covered Consultants”)) who provides investment advice to clients on behalf of MSIM, is subject to the supervision and control of MSIM or who has access to nonpublic information regarding any Client’s purchase or sale of securities, or portfolio holdings, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic. • Any person with responsibilities related to MSIM or who supports MSIM as a business and has frequent interaction with Covered Persons or Investment Personnel, as determined by Compliance. • Any other persons falling within the definition of “Access Person” under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act (such as those supervised persons who have access to nonpublic information regarding the portfolio holdings of a client fund) and such other persons that may be so deemed by Compliance from time to time. The definition of “Covered Person” may vary by location. Contact Compliance if you have any question as to your status as a Covered Person.

Covered Persons means the Member, any Manager, any Affiliate of the Member or any Manager and any officers, directors, shareholder, partners or employees of the Member or any Manager and their respective Affiliates, and any officer, employee or expressly authorized agent of the Company or its Affiliates.

Covered Persons. 4 means and includes:

Covered Persons have the meanings set forth in Section 10.02(a).

Covered Persons shall have the meaning given in Section 4.6(f).

Covered Persons has the meaning set forth in Section 7.01(a).