Exempt Affiliate definition

Exempt Affiliate means a Person who is not a Xxxxxxxx Family Member, but who is an Affiliate solely because such Person is an investor in Parent or an investor in a successor to Parent by merger, consolidation, acquisition or similar manner, for a bona fide business purpose other than to evade the prohibition set forth in Section 3.8(a).
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Exempt Affiliate means (1) any entity which purchases all or substantially all of the assets or ownership interests of Tenant, or (2) any entity into which Tenant is merged or consolidated (other than a consolidation in connection with a bankruptcy or insolvency proceeding). (ii) Notwithstanding anything to the contrary contained herein, the assignment of this Lease to an Exempt Affiliate (each an “Exempt Affiliate Transfer”) shall not require Landlord’s prior consent or compliance with Sections 17(e) or 17(f) above, provided that the following conditions are satisfied:(A) the Exempt Affiliate intends to use the Premises only for the Permitted Use and not for any other purpose or in any manner which would result in more than a reasonable and safe number of occupants within the Premises; (B) any such Exempt Affiliate was not formed as a subterfuge to avoid the obligations of this Article 17;
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Exempt Affiliate means (1) any entity which purchases all or substantially all of the assets or ownership interests of Tenant, or (2) any entity into which Tenant is merged or consolidated (other than a consolidation in connection with a bankruptcy or insolvency proceeding).
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Examples of Exempt Affiliate in a sentence

  • Except as otherwise expressly set forth in this Section 17(h)(iii), all of the terms and provisions of this Article 17 shall apply with respect to any Non-Exempt Affiliate Transfer; provided however, that (1) Landlord shall not have the right to cancel this Lease in connection with any request for consent to a Non- Exempt Affiliate Transfer under clause (iii) of Section 17(e) above and (2) Section 17(f) shall not be applicable to any Non-Exempt Affiliate Transfer consented to by Landlord hereunder.

  • Further, all transactions between ORU and an Affiliated Organization that is tax- exempt under Internal Revenue Code Section 501(c)(3) ("Exempt Affiliates") will be at arm's length unless: (1) the transaction is not in connection with an unrelated trade or business (as defined in the Internal Revenue Code) of the Exempt Affiliate and (2) the transaction is in furtherance of ORU’s educational mission.

  • For purposes of Exempt Affiliate Transfers, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person.


More Definitions of Exempt Affiliate

Exempt Affiliate has the meaning set forth in the Investor Agreement.
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Exempt Affiliate means the Lehman Parent Entities and their respective Affiliates and Associates xx xxe extent that such Affiliates and Associates are not also Lehman Merger Holders; PROVIDED, HOWEVER, that no such Person will be xxxxxd an Exempt Affiliate (x) if any Person involved in making the decision to acquire Beneficial Ownership of Common Shares was, at the time of such decision, in possession of any material non-public information provided to a Lehman Merger Holder by the Company, (y) if such Person has an agreemxxx, xrrangement or understanding (whether or not in writing), with a Lehman Merger Holder, for the purpose of, or with respect to, acquirixx, xxlding, voting or disposing of voting securities of the Company or (z) if such Person is a Related Transferee of a Lehman Merger Holder.
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Related to Exempt Affiliate

  • Investment Affiliate means any Person in which the Consolidated Group, directly or indirectly, has a ten percent (10%) or greater ownership interest, whose financial results are not consolidated under GAAP with the financial results of the Consolidated Group.

  • Non-Affiliate means, for any specified Person, any other Person that is not an Affiliate of the specified Person.

  • Control Investment Affiliate as to any Person, any other Person that (a) directly or indirectly, is in control of, is controlled by, or is under common control with, such Person and (b) is organized by such Person primarily for the purpose of making equity or debt investments in one or more companies. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

  • Permitted Affiliate means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent (80%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

  • Parent Affiliate means any Person that is (or at any relevant time was) under common control with Parent within the meaning of Sections 414(b), (c), (m) and (o) of the Code, and the regulations issued thereunder.

  • Qualified Affiliate means an Affiliate of a Lender who has executed and delivered to the Administrative Agent an instrument of adhesion in the form set forth in Schedule J.

  • BHC Act Affiliate of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

  • Exempt Person means the Company, any subsidiary of the Company, any employee benefit plan of the Company or any subsidiary of the Company, and any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan.

  • Controlled Investment Affiliate means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Company and/or other companies.

  • Controlled Affiliate means any corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.

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

  • Plan Affiliate means any other Person with whom the First Person constitutes or has constituted all or part of a controlled group, or which would be treated or have been treated with the First Person as under common control or whose employees would be or have been treated as employed by the First Person, under Section 414 of the Code or Section 4001(b) of ERISA and any regulations, administrative rulings and case law interpreting the foregoing.

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Tenant Affiliate means and refer to any partnership, limited liability company, or corporation or other entity, which, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, Tenant.

  • Affiliate of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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

  • 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 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.

  • Wholly-Owned Affiliate has the meaning specified in Rule 2 of Regulation RR.

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

  • Affiliated Entity means any entity controlling, controlled by, or under common control with an Insured.

  • Affiliated Fund means, with respect to any specified Person, a private equity investment fund that is an Affiliate of such Person or that is advised by the same investment adviser as such Person or by an Affiliate of such investment adviser.

  • Excluded Entity means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction.

  • Permitted Entity means with respect to a Qualified Stockholder (a) a Permitted Trust (as defined below) solely for the benefit of (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder, or (b) any general partnership, limited partnership, limited liability company, corporation or other entity exclusively owned by (i) such Qualified Stockholder, (ii) one or more Family Members of such Qualified Stockholder and/or (iii) any other Permitted Entity of such Qualified Stockholder.

  • Wholly Owned Domestic Subsidiary means, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary of such person.