Controlling Persons. Collectively, (a) if Mortgagor is a partnership or joint venture, all general partners or joint venturers of Mortgagor, (b) Guarantor, (c) GC Member, (d) any other party directly or indirectly liable for payment of the Secured Obligations, whether as maker, endorser, guarantor, surety, general partner, or otherwise, and (e) any successor to any of the foregoing.
Controlling Persons. Collectively, (a) Guarantor, (b) any other party directly or indirectly liable for payment of the Secured Obligations, whether as maker, endorser, guarantor, surety, general partner, or otherwise, and (c) any successor to any of the foregoing. Pursuant to the foregoing, River Bend Associates, Inc., a Connecticut corporation, is not a Controlling Person as of the date of this Mortgage. No shareholder, officer, or director of Guarantor shall be considered a Controlling Person.
Controlling Persons. Federal securities laws may impose joint and several liability on “control persons”, or persons in control of or who direct others within their corporation, whether or not such control or direction relates to the purchase and/or sale of that corporation’s securities. For example, Rule 10b-5 of the Exchange Act imposes liability on persons who control other persons who misrepresent or otherwise commit fraud in connection with the purchase or sale of securities. However, it is important to note that such laws generally do not make the controlling person absolutely liable for substantive violations by the persons controlled by them. In fact, under Section 15 of the Exchange Act, a controlling person can avoid liability by proving that “he had no knowledge of or reasonable grounds to believe in the existence of the facts by reason of which the liability of the controlled person is alleged to exist.”
Controlling Persons. The Group's controlling shareholder is the Stichting, a foundation (stichting) organised under the laws of the Netherlands which represents an important part of the interests of the founding Belgian families of Interbrew (mainly represented by Eugénie Patri Sébastien S.A.) and the Brazilian families which were previously the controlling shareholders of Ambev (represented by BRC S.à.R.L). As of 31 December 2016, the Stichting represented a 34.29 per cent. voting interest in the Issuer (and, if taken with those shares of the Issuer certain other entities acting in concert via a Shareholder's Agreement, an aggregate of 43.84 per cent.) based on the number of its shares outstanding as of 31 December 2016. The Stichting is governed by its bylaws and its conditions of administration.
Controlling Persons. Banif is wholly owned by the holding company of the Banif Financial Group, Banif – SGPS, S.A. The main shareholder of Banif – SGPS, S.A. is the undivided estate of the late Horácio da Silva Roque (the ―Herança Indivisa de Horácio da Silva Roque‖) which holds, directly and indirectly, approximately a 59.128 per cent. of the voting rights of Banif – SGPS, S.A. Banif Finance is controlled by Numberone SGPS, Lda., a subsidiary of Banif. Numberone SGPS, Ltd. and Banif together own 100 per cent. of the voting shares of Banif Finance.
Controlling Persons. No indemnifying party shall (i) without the prior written consent of the indemnified parties (which consent shall not be unreasonably withheld), settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding or (ii) be liable for any settlement of any such action effected without its written consent (which consent shall not be unreasonably withheld), but if settled with the consent of the indemnifying party or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment.