The "Definition of Affiliate" clause provides a clear explanation of what constitutes an affiliate relationship between entities, often defining an affiliate as any entity that directly or indirectly controls, is controlled by, or is under common control with a party. This clause is crucial in determining the scope of responsibilities, rights, and obligations that may extend to associated entities within a contractual agreement.
9. Amendment to Definition of Affiliate. The definition of “Affiliate” in Section 8.4 of the Investor Rights Agreement is amended and restated as follows: “Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person; provided that no portfolio company of the Shareholder, GMS Pharma (Singapore) Pte. Limited (or its Affiliates), or Tenshi Life Sciences Private Limited (or its Affiliates) shall be deemed to be an “Affiliate”.
Definition of Affiliate. The definition of Affiliate in Section 1(b) of the Agreement is deleted in its entirety and replaced with the following: ““Affiliate” means, with respect to a specified party, any person, firm, corporation, partnership, or other entity that is controlling, controlled by, or is under common control with that specified party. With respect to CommonSpirit, “Affiliate” also includes any person, firm, corporation, partnership, or other entity that: (a) is managed, operated or controlled, directly or indirectly, by CommonSpirit, Dignity Health, or Dignity Community Care (“DCC”), a Colorado non-profit corporation respectively; or (b) is an Accountable Care Organization or Clinically Integrated Network, physician group, satellite office, or entity associated with CommonSpirit, Dignity Health, or DCC, to which they now or in the future respectively provide information technology or management services. For purposes of this definition “control” means (y) the ability to appoint management or the majority of an entity’s board of directors, or (z) ownership or control of fifty percent (50%) or greater of the voting rights of the entity in question or the power to otherwise direct the affairs of the entity in question.”
3. Definition of Affiliate of Section 15 of the Master Lease is hereby amended and restated in its entirety as follows: "Affiliate" means any entity controlling, controlled by or under common control with the referent entity; provided, however, that in respect of Lessee and Guarantor, the term “Affiliate” shall only refer to wholly-owned subsidiaries of Guarantor or Lessee; "control" includes (i) the ownership of 25% or more of the voting stock or other ownership interest of any entity and (ii) the status of a general partner of a partnership or managing member of a limited liability company.
. Definitions. 1.1. “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations under the Exchange Act; provided that (i) with respect to Bain Capital, the definition of Affiliate shall include any Person under common management with Bain Capital whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, (ii) with respect to Highland Capital, the definition of Affiliate shall include any Person under common management with Highland Capital whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, (iii) with respect to KPCB, the definition of Affiliate shall include any Person under common management with KPCB whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, (iv) with respect to TCV, the definition of Affiliate shall include any Person under common management with TCV whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, (v) with respect to Fidelity, the definition of Affiliate shall include any investment company registered under the Investment Company Act of 1940 advised or sub-advised by Fidelity or any affiliated investment advisor of Fidelity, one or more mutual fund, pension fund, pooled investment vehicle or institutional client advised or sub-advised by Fidelity or any affiliated investment advisor of Fidelity whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act; (vi) with respect to Franklin, the definition of Affiliate shall include any investment company registered under the Investment Company Act of 1940 advised or sub-advised by Franklin Advisers, Inc. or any affiliated investment advisor of Franklin Advisers, Inc., one or more mutual fund, pension fund, pooled investment vehicle or institutional client advised or sub-advised by Franklin Advisers, Inc. or any affiliated investment advisor of Franklin Advisers, Inc. whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, and (vii) with respect to each T. Rowe Price Investor, the definition of Affiliate shall include any investment company registered under the Investment Company Act of 1940 advised or sub-advised by T. Rowe Price or any affiliated investment advisor of T. Rowe Price, one or more mutual fund, pension fund, pooled investment vehicle or institutional client advised or sub-advised by T. Rowe Price or any affiliated investment advisor of T. Rowe Price whether or not such Person would be an Affiliate as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
6.10Definition of Affiliate. For purposes of this Agreement, the term “Affiliate” shall mean any entity in which a party holds a 50% or greater equity interest or any entity controlling, controlled by or under common control with such party, directly or indirectly by or through one or more intermediaries.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For the purpose of this definition, the term “control” means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” has the meaning correlative to the foregoing; provided, that, for any purpose hereunder, in each case both before and after the Effective Time, none of the Persons listed in clause (i), (ii), (iii), or (iv) shall be deemed to be Affiliates of any Person listed in any other such clause: (i) Jefferies, Phlcorp, Baldwin, and Vitesse Energy Finance, (ii) Gerrity, Cree, 3B, and Gerrity Bakken, LLC, (iii) SpinCo, SpinCo VEL-Sub, SpinCo VOL-Sub, Vitesse Oil, VEL, Vitesse Oil, Inc., and Vitesse Management Company LLC, and (iv) Jefferies Capital Partners LLC, JCP V LLC, Jefferies SBI Strategic Investments USA LLC, Jefferies Capital Partners V L.P., and Jefferies SBI USA Fund, L.P.
(i). “Affiliate” shall mean any person who controls, is under common control with, or is controlled by the person to whom reference is being made; and for the purposes of this definition of Affiliate, control shall be deemed to exist in a person who beneficially owns ten percent (10%) or more of the outstanding equity interests (or options, warrants, or other rights to acquire such equity interests) of another person.
(a) “Affiliate” means any corporation, firm, partnership or other entity which directly or indirectly controls, is controlled by, or is under common control with a party. As used in this definition of Affiliate, “control” means (a) in the case of corporate entities, direct or indirect ownership of more than 50% of the stock or shares having the right to vote for the election of directors (or such lesser percentage that is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction), and (b) in the case of non-corporate entities, the direct or indirect power to manage, direct or cause the direction of the management and policies of the non-corporate entity or the power to elect more than 50% of the members of the governing body of such non-corporate entity.
(c) Except as permitted by subsection (d) below, Executive (i) shall devote his full working time, energy, skill, and best efforts to the performance of his duties hereunder, in a manner that will comply with Company’s published rules and policies in effect from time to time, and (ii) shall not be employed by or participate or engage in or in any manner be a part of the management or operation of any business enterprise other than Company and its Affiliates without the prior written consent of Company, which consent may be granted or withheld in the sole discretion of Company. “Affiliate” as used in this Agreement means any person or entity controlling, controlled by, or under common control with, Company. “Control,” as used in the definition of Affiliate, means the power to direct the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; the terms “controlling” and “controlled” shall have correlative meanings. Further, any person or entity that owns beneficially, either directly or through one or more intermediaries, more than 20 percent of the ownership interests in a specified entity shall be presumed to control such entity for purposes of the definition of Affiliate.
“Affiliate” shall mean with respect to any person, any other person, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with, such first mentioned person. As used in this definition of Affiliate, the term “control” (including “controlled by”, or “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, as trustee, by contract, or otherwise.
a. “Affiliate” shall mean any corporation or other entity that, as of the Effective Date, directly or indirectly controls, is controlled by, or is under common control with, another corporation or entity. Control means direct or indirect ownership of, or other beneficial interest in, fifty percent (50%) or more of the voting stock, other voting interest, or income of a corporation or other entity. A corporation or other entity shall be an “Affiliate” only so long as such corporation or other entity meets the definition set forth in this Section 1.a. A corporation or entity that meets the definition of Affiliate as of the Effective Date, but does not meet such definition at some point thereafter, shall no longer enjoy any license or other benefits accorded to an Affiliate under this Agreement as of the date that such corporation or entity ceases to meet the definition of Affiliate.
Definition of Affiliate. The Company shall apply the following definition of “Affiliate” to the Janus Investor under each of the Transaction Documents (in place of the existing definition of “Affiliate” under the Transaction Documents): “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital or other investment fund, registered investment company, investment fund or account now or hereafter existing that is controlled by one or more general partners, managing members or investment adviser of, or shares the same management company or investment adviser with, such Person; provided, however, that (i) the Janus Investor shall be deemed to be an “Affiliate” of each other Janus Investor, and (ii) an entity that is an “Affiliate” of a Janus Investor shall not be deemed to be an “Affiliate” of any other Janus Investor unless such entity is a Janus Investor (and, for the avoidance of doubt, an “Affiliate” of such entity shall not be deemed an “Affiliate” of any Janus Investor solely by virtue of being an “Affiliate” of such entity).
2.2 “Affiliate(s)” shall mean any corporation or other entity, whether de jure or de facto, which is directly or indirectly controlling, controlled by or under common control of a Party hereto for so long as such control exists. For the purposes of this definition of Affiliate(s), “control” shall mean the direct or indirect ownership of at least fifty percent (50%) of the outstanding shares or other voting rights of the subject entity having the power to vote, or if not meeting the preceding, the maximum voting right that may be held by the particular Party under the laws of the country where such entity exists, or the power to otherwise direct the affairs of the entity.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling or Controlled by, or under direct or indirect common Control with, such first Person.
An affiliate refers to an entity that is related, connected, or associated with another entity, often in a business context. Typically, an affiliate is a company that is partially or wholly owned by another company that acts as the parent company. Affiliates can conduct business separately, though they are often subject to the control or influence of the parent company. Affiliates can also refer to partnerships where one business helps drive sales or traffic to another business, typically online, in exchange for a commission or fee.
You should use the term affiliate when discussing relationships between business entities where one has some level of ownership, influence, or control over another, but not enough to warrant full ownership. This term is common in discussions about:
When writing about an affiliate relationship, it’s essential to clearly define the nature of the connection and the extent of control or influence between the entities. Here are some guidelines:
Company A owns a 30% stake in Company B, which makes Company B an affiliate of Company A. This relationship allows Company A to extend its business reach into new markets through Company B’s established distribution channels.
Contracts that often contain the term affiliate include:
These contracts often include specific definitions of what constitutes an affiliate, outlining the rights and responsibilities of each party involved.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A "Change of Control" clause defines the conditions under which a shift in ownership or management of a company occurs, typically outlining scenarios like mergers, acquisitions, or significant transfers of shares. This clause ensures that both parties are aware of the triggers that could alter the contractual relationship or obligations under the agreement.
The "Definition of Environmental Laws" clause outlines the specific legislations, regulations, and legal frameworks that pertain to the protection and conservation of the environment. This clause details applicable federal, state, and local environmental statutes, compliance requirements, and the standards that the parties involved in a contract must adhere to.
The Definitions clause in a contract specifies the precise meanings of key terms used throughout the document, ensuring clarity and a mutual understanding between the parties involved. By outlining these terms at the beginning, it helps prevent misunderstandings and disputes over interpretations during the contract's execution.
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