Additional Permitted Transfers Sample Clauses
Additional Permitted Transfers. Notwithstanding anything in this Article III to the contrary, each Shareholder may pledge or grant a security interest in all or any portion of its shares of Restricted Common Stock to an Institutional Lender to secure a loan made in whole or in part to that Shareholder in order to (i) finance the acquisition of Equity Securities of LATAM or (ii) refinance any loan made to such Shareholder that is outstanding as of the date of this Agreement, and any Transfer of shares of Restricted Common Stock pursuant to any such pledge or security interest in effect as of the Effective Time shall be deemed to be a permitted Transfer under this Section 3.04. In addition, the LATAM Controlling Shareholders and TEP may Transfer all or a portion of their shares of Restricted Common Stock to (i) any of their direct or indirect wholly-owned Subsidiaries, (ii) to any entity wholly-owned by ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ (in the case of the LATAM Controlling Shareholders) or (iii) any entity that has no direct or indirect owners other than ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or João ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and that is directly or indirectly majority owned and controlled by ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (each, an “Affiliate Transfer”); provided that the LATAM Controlling Shareholders and TEP shall continue to be bound by the terms of this Agreement for all purposes following such Transfer. In addition, each of the LATAM Controlling Shareholders and TEP may Transfer a percentage of its shares of Restricted Common Stock to each of ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (in the case of the LATAM Controlling Shareholders) or ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (in the case of TEP) or to any Person wholly owned by any such individual equal to the percentage of its Restricted Common Stock that such individual indirectly owns through his or her ownership of shares in the LATAM Controlling Shareholders (in the case of ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇) or TEP (in the case of ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇); provided that following any such transfer of Restricted Common Stock by the LATAM Controlling Shareholders, all references to the LATAM Controlling Shareholders shall deemed to refer collectively to the LATAM Controlling Shareholders and the transferee of such Restri...
Additional Permitted Transfers. Notwithstanding the above provisions of this Section 11, Borrower may, without the consent of Lender, (i) make immaterial transfers of portions of a Property to Governmental Authorities for dedication or public use (subject to the provisions of Section 6 hereof) or, portions of a Property to third parties, including owners of outparcels, or other properties for the purpose of erecting and operating additional structures whose use is integrated with the use of the Property, and (ii) grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar purposes or amend the Operating Agreements, provided that no such transfer, conveyance or encumbrance set forth in the foregoing clauses (i) and (ii) shall materially impair the utility and operation of such Property or materially adversely affect the value of such Property taken as a whole. If Borrower shall receive any net proceeds in connection with any such transfer or other conveyance, Borrower shall have the right to use any such proceeds in connection with any Alterations performed in connection with, or required as a result of, such conveyance. Except as provided below with respect to any Taking, the amount of any net proceeds received by Borrower in excess of the cost of such Alterations shall be deposited in the FF&E Reserve Account (which amounts shall be in addition to, and not in lieu of, amounts otherwise required to be deposited pursuant to Section 48(a) hereof, and shall be available to Borrower for use in performing any further or other Alterations. Any amounts held in such account shall be invested in accordance with Section 3(s) of the Cash Collateral Agreement. In connection with any transfer, conveyance or encumbrance permitted pursuant to this Section 11(d), Lender shall execute and deliver any instrument reasonably necessary or appropriate, in the case of the transfers referred to in clause (i) above, to release the portion of such Property affected by such Taking or such transfer from the Lien of this Mortgage or, in the case of clause (ii) above, to subordinate the Lien of this Mortgage to such easements, restrictions, covenants, reservations and rights of way or other similar grants by receipt by Lender of:
(i) a copy of the instrument of transfer; and
(ii) an Officer's Certificate stating (x) with respect to any Transfer, the c...
Additional Permitted Transfers. Notwithstanding anything to the contrary contained herein, Beneficiary’s consent shall not be required with respect to (w) the sale, transfer or issuance of stock in Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (x) the sale, transfer or issuance of stock in an entity sponsored by Columbia Equity Trust, Inc. provided such stock is listed on the New York Stock Exchange or such other nationally recognized stock exchange, (y) the sale, transfer or issuance of stock in any operating partnership owned and controlled by Columbia Equity Trust, Inc. or any entity created pursuant to clause (x) above provided such stock of such entity created pursuant to clause (x) above is listed on the New York Stock Exchange or such other nationally recognized stock exchange, or (z) a transfer of any or all of the direct or indirect ownership interests in Borrower or Grantor to any entity created pursuant to clause (x) or (y) above in connection with the formation of such entity; provided each of the following conditions are satisfied:
(i) no Event of Default has occurred;
(ii) Borrower or Grantor shall have delivered written notice to Beneficiary of the terms of such prospective transfer not less than thirty (30) days before the date on which such transfer is scheduled to close;
(iii) Borrower shall have paid to Beneficiary, concurrently with the closing of such transfer all out-of-pocket costs and expenses, including reasonable attorneys’ fees, incurred by Beneficiary in connection with the transfer;
(iv) Borrower, without any cost to Beneficiary, shall furnish any information requested by Beneficiary for the preparation of, and shall authorize Beneficiary to file, new financing statements and financing statement amendments and other documents to the fullest extent permitted by applicable law, and shall execute any additional documents reasonably requested by Beneficiary;
(v) any entity created in connection with such transfer shall have furnished to Beneficiary, all appropriate papers evidencing such entity’s organization and good standing;
(vi) Borrower’s obligations under the contract of sale pursuant to which the transfer is proposed to occur shall expressly be subject to the satisfaction of the terms and conditions of this Section 8.7; and
(vii) Original Principal shall be the principal executive of any entity created in connection with a transfer in accordance with this Section...
Additional Permitted Transfers. Notwithstanding anything to the contrary contained in this Article 7, Borrower may grant easements, restrictions, covenants, reservations and rights of way with respect to the Property in the ordinary course of business for water and sewer lines, telephone and telegraph lines, electric lines and other utilities or for other similar purposes, provided that such transfers, conveyances or encumbrances (i) shall not impair the utility and operation of the Property or materially adversely affect the value of the Property or adversely affect Borrower's ability to pay the Debt or the Monthly Payment Amount and (ii) shall be in a form that is reasonably acceptable to Lender.
Additional Permitted Transfers. Notwithstanding the foregoing provisions of this Section 1.23.1, Grantor without the consent of Beneficiary may (i) make transfers of portions of the Property (by sale, ground lease, subordination of fee interest to a leasehold mortgage, sublease or other conveyance of any interest) to any federal, state or local government or any political subdivision thereof in connection with (and in lieu of) Takings of any portion of the Property for dedication or public use (and proceeds of any such transfer shall be deemed to be an Award subject to the provisions of Section 1.9 hereof), and (ii) dedicate portions of the Property or grant easements, restrictions, covenants, reservations and rights of way in the ordinary course of business for traffic circulation, ingress, egress, parking, access, water and sewer lines, telephone and telegraph lines, electric lines or other utilities or for other similar limited purposes benefiting the Property, provided, that no transfer, conveyance or other encumbrance set forth in the foregoing clauses (i) and (ii) shall impair the utility and operation of any Individual Property, adversely affect the value of any Individual Property, or cause any Individual Property to be in violation of any applicable laws in each case taken as a whole. Beneficiary hereby agrees to execute and deliver any instrument reasonably necessary or appropriate to evidence any desired consent to said action and, in the case of any transfers of fee interests referred to in clauses (i) or (ii) of the first sentence of this Section 1.23.3, to release the portion of the Land affected by such Taking or such transfer from the Lien of this Deed of Trust upon receipt by Beneficiary of:
(1) a copy of the instrument of transfer;
(2) a certificate of an officer of the Grantor stating (x) with respect to any Taking, the consideration, if any, being paid for the transfer and (y) that such transfer does not materially impair the utility and operation of the Land, reduce its value or cause any Individual Property to be in violation of any applicable laws, including laws relating to the number of parking spaces at the applicable Building; and
(3) as to any Taking or transfers under clauses (i) or (ii), an endorsement to Beneficiary's title insurance policy insuring that the priority of the Lien of this Deed of Trust is unaffected by reason of the fact that a portion of the Land has been released from the Lien of this Deed of Trust, the cost of any such endorsement to be pa...
Additional Permitted Transfers. Notwithstanding anything to the contrary contained in the Loan Documents (including, without limitation, Sections 2.2 and 2.3 above), any Transfers or transfers of direct or indirect equity interests in Borrower completed in strict compliance with the following subsections shall be permitted under the Loan Documents, provided in conjunction with any Transfers or transfers permitted under this Section 2.4, (i) Borrower shall have paid the costs and expenses (if any) of the Rating Agencies and Servicers and reimbursed Lender for its reasonable out-of-pocket costs and expenses (including reasonable attorney’s fees) incurred in connection with any such conveyance or transfer, and (ii) no Prohibited Change of Control or Prohibited Pledge shall occur as a result thereof;
(a) Any issuance, hypothecation, sale or transfer of equity interests in Sponsor;
(b) Acquisition by Sponsor of a separate legal entity whether by merger, stock purchase, asset purchase or any other manner;
(c) The conveyance of 100% of the membership interests in Borrower to an entity (the “Substitute Member”), provided the following condition precedents are satisfied:
(i) Lender shall have received ten (10) days advance written notice of such conveyance or transfer;
(ii) Sponsor affirms the entirety of its obligations as guarantor and indemnitor under the Guaranty, Environmental Indemnity Agreement and Cooperation Agreement pursuant to the terms of an affirmation agreement reasonably acceptable to Lender, and Sponsor continues to satisfy any net worth and liquidity requirements of Guarantor which may be set forth in the Guaranty and Environmental Indemnity Agreement;
(iii) Sponsor, or a wholly-owned (direct or indirect) subsidiary of Sponsor, retains not less than ten percent (10%) of the beneficial interests in the Substitute Member (such entity, the “Inland Member”);
(iv) The Inland Member is appointed to serve, and does serve, as the manager/managing member/general partner as the case may be, of the Substitute Member and maintains the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of Borrower, whether through the ability to exercise voting power, by contract or otherwise;
(v) no Event of Default or monetary Default shall be continuing at the time of such conveyance or transfer;
(vi) Borrower shall have delivered to Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to...
Additional Permitted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Clauses 5.1, 5.2 and 5.3 shall not apply in the case of a Shareholder that is a natural person, upon a transfer of Shares by such Shareholder made for bona fide estate planning purposes (a “Permitted Transfer”), either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Shareholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other relative/person approved by the unanimous consent of the Board of Directors of the Company, or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Shareholder or any such family members, provided that such Shareholder shall deliver prior written notice to the Investors of such transfer and such Shares shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such issuance, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a Shareholder (but only with respect to the securities so transferred to the transferee); and provided, further, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.
Additional Permitted Transfers. In the event Linpro or PCI desires at any time to sell, assign or transfer (Transfer) all or any part of its interest in the Partnership (the Interest) other than as permitted by Sections 12.3 or 12.4 hereof, such Partner (the Offeror) may only do so if such, Transfer (i) is to a third party who is (A) generally of good reputation, (B) capable of fulfilling the financial obligations of a Partner hereunder, (C) with respect to a transfer by Linpro, experienced in the development and management of projects similar to the Project, and (D) with respect to a Transfer by PCI, not actively involved (either directly or through affiliated entities) in the development, management and/or operation of projects similar to the Project on a local or national basis (a Third Party), (ii) complies with the terms of this Section 12.5 and (iii) does not cause material adverse tax consequences to a Partner or partner therein (other than those tax consequences, associated with transfers to foreign or tax exempt transferees). The Offeror shall first send a written notice (the Notice) to the other Partner (the Offeree) offering to Transfer such Interest to the offeree. The Offering Notice shall set forth the purchase price for such Interest, together with the other terms and conditions of such offer. (b) The Offeree, by written notice to the Offeror given within thirty (30) days of the receipt of the Notice from the offeror (the Response Period), may elect to purchase the Interest on the terms and conditions set forth in the Notice such written notice shall be accompanied by a certified or cashier's check in an amount equal to 5% of the proposed purchase price Failure of the Offeree to respond within the Response Period shall be deemed consent to the proposed Transfer and the provisions of Section 12.5(d) below shall apply.
Additional Permitted Transfers. Notwithstanding any terms or provisions of the Loan Documents to the contrary (including, without limitation, Article 8 of the Security Instrument), so long as MB Cypress Cyfair Limited Partnership, an Illinois limited partnership, an Illinois limited partnership, is the sole Borrower, the following Transfers (each, a “Permitted Transfer” and, collectively, the “Permitted Transfers”) will be permitted without Noteholder’s consent, subject to the terms and conditions set forth in this Section 18:
Additional Permitted Transfers. 27 1.23.4. Delivery of Documents to the Beneficiary.......................28 1.24.