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 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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Exempt Affiliate has the meaning set forth in the Investor Agreement.
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Examples of Exempt Affiliate in a sentence

  • 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.

  • Compared with RE borosilicates, the converted RE hydroxides easily react with hydrochloric acid.

  • Previous versions of the CCS tool did not distinguish between the type of encounter.ICD-10-CM coding for injuries often uses a seventh character to distinguish the type of encounter and whether there was a late effect or sequela resulting from a previous injury, and the CCSR capitalizes on this additional information.


More Definitions of Exempt Affiliate

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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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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Related to Exempt Affiliate

  • Investment Affiliate means any Person in which the Consolidated Group, directly or indirectly, has made an Investment and 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 under common control with any of the Parent Entities within the meaning of Section 414(b), Section 414(c), Section 414(m) or Section 414(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 or any Subsidiary (as such term is hereinafter defined) of the Company, in each case including, without limitation, in its fiduciary capacity, or any employee benefit plan of the Company or of any Subsidiary of the Company, or any entity or trustee holding Common Stock for or pursuant to the terms of any such plan or for the purpose of funding any such plan or funding other employee benefits for employees of the Company or of any Subsidiary of the Company.

  • Controlled Investment Affiliate means, as to any Person, any other Person, other than any Sponsor, 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 Borrower and/or other companies.

  • Controlled Affiliate means any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

  • 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, with respect to any Person, any employee benefit plan or arrangement sponsored by, maintained by or contributed to by such Person, and with respect to any employee benefit plan or arrangement, any Person sponsoring, maintaining or contributing to such plan or arrangement.

  • 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 means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

  • 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 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).

  • 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.