Sibling Entity definition

Sibling Entity means any Person (including without limitation any Person which is and then ceases to be a member of the JHINV Group) in respect of which shares or other securities in that Person are offered (whether by way of issue or transfer), issued or transferred to all or substantially all of the Equity Securityholders or a class of Equity Securityholders in their capacity as such (disregarding any Equity Securityholders to whom it is illegal in their jurisdiction of residence to be offered, issued or transferred the same), where a member of the JHINV Group causes, procures or otherwise materially facilitates the transaction under which such securities are offered, issued or transferred and:
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Sibling Entity means any Person (including without limitation any Person which is and then ceases to be a member of the JHISE Group) in respect of which shares or other securities in that Person are offered (whether by way of issue or transfer), issued or transferred to all or substantially all of the Equity Securityholders or a class of Equity Securityholders in their capacity as such (disregarding any Equity Securityholders to whom it is illegal in their jurisdiction
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Examples of Sibling Entity in a sentence

  • If the parties have negotiated in good faith but cannot reach agreement on the changes that are necessary to the Final Funding Agreement and the Related Agreements to reflect the creation of the Sibling Entity, the Final Funding Agreement and the Related Agreements will continue to apply to James Hardie without amendment.

  • In these circumstances, James Hardie will need to have regard to its continuing obligations under the Final Funding Agreement in any of its dealings with the Sibling Entity.

  • Subject to the qualifications described in this Section 6.1, James Hardie must procure that each person who becomes (or who will become upon implementation of a transaction) a Parent Entity or a Sibling Entity to promptly enter into a deed of accession under which it becomes bound to observe all of the obligations of James Hardie under the Final Funding Agreement and relevant Related Agreements.

  • Subject to the exclusions set out in Section 6.3.1, James Hardie must procure that each person who becomes or will become a Sibling Entity promptly enters into a deed on terms equivalent to the Final Funding Agreement, under which it becomes bound to observe obligations equivalent to those of James Hardie under the Final Funding Agreement, the James Hardie Guarantee and each other Related Agreement to which James Hardie is a party.

  • When determining the nature of the “equivalent obligations” which the Sibling Entity must observe, James Hardie and the NSW Government must negotiate in good faith the changes to the Final Funding Agreement and the Related Agreements that are necessary to reflect the division of obligations between two separate and distinct groups, such that the Trustee is not worse off (other than de minimus detriments) as a consequence of a person becoming a Sibling Entity.

Related to Sibling Entity

  • Merging entity means an entity that is a party to a merger and exists immediately before the merger becomes effective.

  • Controlling Entity means an entity which owns, directly or indirectly through one or more intermediaries, (i) a general partnership interest or a Controlling Interest of the limited partnership interests in Borrower (if Borrower is a partnership or joint venture), (ii) a manager's interest in Borrower or a Controlling Interest of the ownership or membership interests in Borrower (if Borrower is a limited liability company), (iii) a Controlling Interest of any class of voting stock of Borrower (if Borrower is a corporation), (iv) a trustee's interest or a Controlling Interest of the beneficial interests in Borrower (if Borrower is a trust), or (v) a managing partner's interest or a Controlling Interest of the partnership interests in Borrower (if Borrower is a limited liability partnership).

  • Managing entity means the managing agent or, if there is no managing agent, the time-share

  • Filing entity means the reporting entity that is required to file a financial

  • Buying Entity means an End Procurer as defined in the Guidelines.

  • Selling Entity means Parent, any Assignee, and each of their controlled Affiliates (including, from and after the Effective Time, the Company) and Sublicensees.

  • Certifying entity means an independent certifying organization meeting the requirements in 10 CFR 34, Appendix A or an agreement state meeting the requirements in 10 CFR 34, Appendix A, Parts II and III.

  • Procuring Entity/Purchaser means a Entity having administrative and financial powers to undertake Procurement of Goods, Works or Services using public funds, as specified in the PCC;

  • Financing entity means an electric public utility, a special

  • holding entity means a person that is controlled by an individual;

  • qualifying entity shall have the meaning set forth in Section 5.2.13(b) hereof.

  • Delaware Trust Assets Purchaser means the Computershare Delaware Trust Company.

  • Acquiring Entity means the surviving or acquiring corporation (or its parent company) in connection with a Corporate Transaction.

  • Registering entity means a person who originates or transfers a security title by registration, and includes a broker maintaining security accounts for customers and a transfer agent or other person acting for or as an issuer of securities.

  • Officeholder means a person who holds a public office.

  • Sponsoring entity means a nonprofit corporation, nonprofit cooperative, state governmental entity, local unit of government as defined in ORS 466.706, housing authority or any other person, provided that the person has agreed to restrictive covenants imposed by a nonprofit corporation, nonprofit cooperative, state governmental entity, local unit of government or housing authority.

  • Taxing entity means a public entity that:

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Holding Entities means the subsidiaries of Brookfield Renewable Energy L.P., from time to time, through which it indirectly holds all of the Partnership’s interests in the Operating Entities.

  • Student media advisor means an individual who is employed, appointed, or designated by the District to supervise or provide instruction with respect to student media.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Sub-Advisor shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

  • School entity means a school district, intermediate

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Reporting Entity means the Constituent Entity that, by virtue of domestic law in its jurisdiction of tax residence, files the CbC Report in its capacity to do so on behalf of the MNE Group;

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.