Person Under the Control of H&F definition

Person Under the Control of H&F means (i) the business entities controlled or managed by Xxxxxxx & Xxxxxxxx LLC (“H&F”), which business entities consist of certain private equity investment funds formed for the purpose of investing capital contributed by investors and that is affiliated with H&F (each, an “H&F Fund”), the general partners of such H&F Funds, and any entities formed or acquired by H&F in connection with any other business that H&F may hereafter form or acquire, and (ii) employees, directors and officers of H&F or the business entities described in clause (i). For the avoidance of doubt, a Person Under the Control of H&F shall not include (each of the following, an “H&F Excluded Person”) (A) limited partners of any H&F Fund (other than individuals who are limited partners and are described in clause (ii) or limited partners to the extent they are acting in concert with an H&F Fund with respect to a co-investment), (B) portfolio companies of any H&F Fund except to the extent such portfolio company is controlled by the applicable H&F Fund, and H&F actively participates in or approves of such portfolio company’s acquisition of Parent common stock, (C) any employee, director or officer referenced above prior to or after such person has held such role, and (D) any investment accounts, estate planning or investment vehicles for the benefit of family members of H&F professionals or other employees or nonprofit organizations, with respect to which the applicable H&F professional or employee does not have investment discretion.
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Person Under the Control of H&F means (i) the business entities controlled or managed by Hellman & Friedman LLC (“H&F”), which business entities consist of certain private equity investment funds formed for the purpose of investing capital contributed by investors and that is affiliated with H&F (each, an “H&F Fund”), the general partners of such H&F Funds, and any entities formed or acquired by H&F in connection with any other business that H&F may hereafter form or acquire, and (ii) employees, directors and officers of H&F or the business entities described in clause (i). For the avoidance of doubt, a Person Under the Control of H&F shall not include (each of the following, an “H&F Excluded Person”) (A) limited partners of any H&F Fund (other than individuals who are limited partners and are described in clause (ii) or limited partners to the extent they are acting in concert with an H&F Fund with respect to a co-investment), (B) portfolio companies of any H&F Fund except to the extent such portfolio company is controlled by the applicable H&F Fund, and H&F actively participates in or approves of such portfolio company’s acquisition of Parent common stock, (C) any employee, director or officer referenced above prior to or after such person has held such role, and (D) any investment accounts, estate planning or investment vehicles for the benefit of family members of H&F professionals or other employees or nonprofit organizations, with respect to which the applicable H&F professional or employee does not have investment discretion.
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Related to Person Under the Control of H&F

  • Change of Control of the Company means a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 as in effect on the date of this Agreement or, if Item 5(f) is no longer in effect, any regulations issued by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 which serve similar purposes; provided that, without limitation, such change in control shall be deemed to have occurred if and when (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the company representing 25% or more of the combined voting power of the company's then outstanding securities or (b) individuals who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the Company involving a contest for the election of directors shall not constitute a majority of the Board of Directors following such election.

  • Change in Control of the Company means the occurrence of any of the following events:

  • Change in Control of the Corporation means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"), or any successor thereto, whether or not the Corporation is registered under the Exchange Act; provided that, without limitation, such a change in control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation's then outstanding securities; or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by stockholders, of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Animal control officer means any person employed by a city, county, or city and county for the purpose of enforcing animal control laws or regulations.

  • control zone shall have the meaning given in the Operating Agreement.

  • Master Servicer Event of Termination As defined in Section 7.01 hereof.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Supervised financial organization means a person, other than an insurance company or other organization primarily engaged in an insurance business:

  • Event of dissociation means any of the events listed in Section 8.1 upon which the Member ceases to be a Member.

  • Change in the Control means any change in any person(s) who directly exercise effective control over the Grantee.

  • Servicer Event of Termination One or more of the events described in Section 7.01.

  • Control Affiliate of a Person means (a) any other Person directly or indirectly owning, controlling, or holding with power to vote, greater than 50% of the outstanding voting securities of such Person, (b) any other Person greater than 50% of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such Person, or (c) any Person directly or indirectly controlling, controlled by, or under common control with, such other Person. For purposes of this defined term, “control” means the power to exercise a controlling influence over the management or policies of a company, and “controlling” and “controlled” shall have correlative meanings.

  • Event of Default Under the Trust Indenture With respect to any MBS, any “Event of Default” under the Trust Indenture pursuant to which such MBS was issued. Xxxxxx Xxx: Federal National Mortgage Association, a body corporate organized and existing under the laws of the United States, or its successor in interest or any successor appointed as herein provided. Unless the context requires otherwise, the term “Xxxxxx Mae” shall be deemed to refer to the Federal National Mortgage Association acting in its corporate capacity and not in its capacity as Trustee hereunder.

  • Water control structure means a structure within, or adjacent to, a water, which intentionally or coincidentally alters the hydraulic capacity, the flood elevation resulting from the two-, 10-, or 100-year storm, flood hazard area limit, and/or floodway limit of the water. Examples of a water control structure may include a bridge, culvert, dam, embankment, ford (if above grade), retaining wall, and weir.

  • Master Servicer Event of Default One or more of the events described in Section 7.01.

  • publicly controlled means owned by or otherwise under the control of an organ of state, including a –

  • Default Under the Trust Indenture With respect to any MBS, any condition, occurrence or event which, if continued for any specified period of time after the giving of any requisite notice, would be an “Event of Default” under the Trust Indenture pursuant to which such MBS was issued.

  • Event of Dissolution shall have the meaning set forth in Section 10.1.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Servicer Event of Default One or more of the events described in Section 7.01.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Tax Event Upon Merger has the meaning specified in Section 5(b).

  • Control Event Defined. “Control Event” means: