Certain Exempt Transactions. 2.1 The rights of the Investor under Section 1 hereof shall not apply to any Sale of the Shareholder's Securities which does not involve at least:
(1) fifty percent (50%) of the Securities owned by the Shareholder; and
(2) more than fifty percent (50%) of the outstanding Securities of the Company, calculated by taking into consideration the number of shares of Common Stock into which any outstanding Preferred Stock may be converted.
Certain Exempt Transactions. Notwithstanding anything to the contrary contained herein, Tenant's Right of First Refusal shall not apply to any of the following transactions: (a) the grant of a bona fide Fee Mortgage to an Institutional Lender or other unaffiliated lender; (b) any conveyance pursuant to such a Fee Mortgage; (c) subject to Section 15.6, any conveyance to an entity (i) into which or with which Landlord, the Leemilt's Lessor, the Power Test Lessor, or the Gettymart Lessor, as the case may be, merges, or (ii) which acquires Landlord, the Leemilt's Lessor, the Power Test Lessor, the Gettymart Lessor or all or substantially all of the assets of such entity, as the case may be, or (d) any subsequent conveyance(s) by anyone whose title derives directly or indirectly from any conveyance described in clause (b) of this Section.
Certain Exempt Transactions. Tenant's Right of First Offer shall not apply to any of the following transactions: (a) the grant of a bona fide Fee Mortgage to an Institutional Lender or other unaffiliated lender; (b) any conveyance pursuant to such a Fee Mortgage; (c) subject to Section 15.6, any conveyance to an entity (i) into which or with which Landlord, the Leemilt's Lessor, the Power Test Lessor, or the Gettymart Lessor, as the case may be, merges, or (ii) which acquires Landlord, the Leemilt's Lessor, the Power Test Lessor or the Gettymart Lessor or all or substantially all of the assets of such entity, as the case may be, or (d) any subsequent conveyance(s) by anyone whose title derives directly or indirectly from any conveyance described in clause (b) of this paragraph.
Certain Exempt Transactions. Notwithstanding anything to the contrary contained herein, Tenant's Right of First Refusal shall not apply to any of the following transactions: (a) the grant of a bona fide Fee Mortgage to an Institutional Lender or other unaffiliated lender; (b) any conveyance pursuant to
Certain Exempt Transactions. Tenant's Right of First Offer shall not apply to any of the following transactions: (a) the grant of a bona fide Fee Mortgage to an Institutional Lender or other unaffiliated lender; (b) any conveyance pursuant to such a Fee Mortgage; (c) subject to Section 15.6, any conveyance to an entity (i) into which or with which Landlord or the Power Test Lessor, as the case may be, merges, or (ii) which acquires Landlord or the Power Test Lessor or all or substantially all of the assets of Landlord or the Power Test Lessor, as the case may be, or (d) any subsequent conveyance(s) by anyone whose title derives directly or indirectly from any conveyance described in clause (b) of this paragraph.
Certain Exempt Transactions. The provisions of this Section 5 shall not apply to (i) any transfer between or among CHP and/or any related account or fund managed by Xxxxxx Xxxxxx, Inc. and/or any entity or person that directly or indirectly controls or is controlled by or is under direct or indirect common control with CHP or any such related account or fund at a price not in excess of such person's or entity's original cost or (ii) any transfer to the partners or other equity holders of CHP or any other entity to which CHP shall have transferred such shares in accordance with clause (i) of this Section 5(d) as part of a distribution by CHP or such other entity, provided that in each such case, such transferee agrees to be bound by the provisions of this Agreement.
Certain Exempt Transactions. The Sec- retary shall prescribe regulations under which any transaction shall be exempt from the application of this paragraph if such exemption is not likely to significantly reduce the tax liability of the pur- chaser by reason of the overstatement of the ad- justed basis of the acquired asset.
