Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, so long as Emeritus has other material assets other than its interest (whether direct or indirect) in this Lease, the Facilities and any other leases of facilities between Lessor or an Affiliate of Lessor and Emeritus or an Affiliate of Emeritus, Lessor shall consent to any Transfer resulting from (a) a sale, transfer, distribution or other disposition of all or substantially all of the outstanding capital stock of Emeritus or a sale or transfer of all or substantially all of the assets of Emeritus, directly or indirectly or through one or more step transactions or tiered transactions or (b) a merger, consolidation or stock exchange to which Emeritus is a party, and the provisions of Section 24.1.2.2 shall not apply (i.e., there shall not be any Transfer Consideration payable) in connection with or related to such Transfer, so long as each of the following conditions is met:
24.1.11.1 The Consolidated Net Worth of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or greater than Two Billion Dollars ($2,000,000,000) and, in the case of a Controlling Person, such Controlling Person executes a Guaranty;
24.1.11.2 The debt to equity ratio of the purchaser or transferee resulting from a Transfer pursuant to clause (a) above or the surviving party resulting from a Transfer pursuant to clause (b) above, as the case may be, or the Controlling Person of such purchaser, transferee or surviving party, following the effectiveness of such event shall be equal to or less than the average debt to equity ratio of Emeritus for the twelve (12) month period immediately prior to the effectiveness of such event. For purposes of this Section 24.1.11.2, “debt” shall include the capitalized value of any leases required to be capitalized in accordance with GAAP to which Emeritus and/or such transferee or surviving entity (and/or their consolidated Subsidiaries) are parties and the same shall be demonstrated by financial statements prepared in accordance with GAAP and reasonably satisfactory to Lessor;
24.1.11.3 The purchaser or transferee resulting from a Transfer pursuant t...
Certain Other Transfers. In addition to any other transfer permitted pursuant to this Section 10.6, any Purchaser may assign, pledge and/or grant a security interest in, all or any portion of its Notes, the other Obligations owed by or to such Purchaser, and its Notes to secure obligations of such Purchaser including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Purchaser, as between Company and such Purchaser, shall be relieved of any of its obligations hereunder as a result of any such transfer and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Purchaser” or be entitled to require the transferring Purchaser to take or omit to take any action hereunder.
Certain Other Transfers. In addition to any other transfer permitted pursuant to this Section 10.6, but subject to the restrictions referred to in the legend therein and applicable securities laws, any Purchaser may assign, pledge and/or grant a security interest in, all or any portion of its Notes, the other Obligations owed by or to such Purchaser, and its Notes, to secure obligations of such Purchaser including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by such Federal Reserve Bank; provided, that no Purchaser, as between Company and such Purchaser, shall be relieved of any of its obligations hereunder as a result of any such transfer and pledge, and provided further, that in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Purchaser” or be entitled to require the transferring Purchaser to take or omit to take any action hereunder.
Certain Other Transfers. After the Initial Public Offering, each Registration Rights Stockholder (the “Initiating Transferor”) shall notify the Coordination Committee (or, after the expiration of the term described in Section 4.5, the other Registration Rights Stockholders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution or (b) a private transfer pursuant to Section 3.1.5 of the Stockholder Agreement.
Certain Other Transfers. Notwithstanding anything to the contrary in this Article XXIV (including Section 24.1.10), but subject to the provisions of Section 24.1.8 above, and without limiting Lessee’s rights under the other provisions of this Article XXIV, any Transfer resulting from (a)
(i) any sale, transfer, distribution or other disposition of all or a controlling interest in the outstanding capital stock, partnership, membership or other interests (whether equity or otherwise) of Brookdale (whether or not such Transfer results in Brookdale’s stock becoming privately owned) or a sale or transfer of all or substantially all of the assets of Brookdale, in each case directly or indirectly or through one or more step transactions or tiered transactions, or (ii) a merger, consolidation, stock exchange or other business combination to which Brookdale is a party, and (b) any Restructuring Transaction (including, without limitation, any transfer of Brookdale’s management and operations (and related assets) in accordance with the definition of Restructuring Transaction to any entity (which entity may or may not be, in Brookdale’s discretion, an Affiliate of Brookdale) that will enter into a management arrangement, sublease or similar agreement with Brookdale or its Affiliates (such entity, a “Restructured Manager”)) or Permitted Affiliate Transaction (in each case) implemented in connection with (and on or about the effective date of) a Transfer permitted under clause (a) of this Section 24.1.11 (any such transaction or series of related transactions described in clause (a) above and, if applicable, clause (b) above, a “Permitted Transaction”), and any agreement to enter into a Permitted Transaction, shall be permitted under this Article XXIV without Lessor’s consent, and the provisions of Section 24.1.2 shall not apply (i.e., there shall not be any Transfer Consideration payable), and (except as provided below in this Section 24.1.11) no additional guaranty shall be required, in connection with or related to such Permitted Transaction, in each case so long as each of the following conditions is met:
24.1.11.1 [Intentionally omitted];
24.1.11.2 The purchaser or transferee or successor pursuant to clause (a) above, as the case may be, shall have sufficient experience with respect to a business of the nature and type of the business of Brookdale as the same exists prior to the effectiveness of such Transfer. Such purchaser, transferee or successor, as the case may be, shall be deemed to ...
Certain Other Transfers. Each holder of Registrable Securities (the “Initiating Transferor”) shall notify the Principal Investor Groups (or, after the expiration of the term described in Section 9(h), the other holders of Registrable Securities) when it plans to Transfer any or all of its Registrable Securities pursuant to (i) a block sale to a financial institution (other than pursuant to a Registration Statement), (ii) a private transfer pursuant to Section 2.1.4 of the Investors Agreement, or (iii) a transfer pursuant to Section 2.6 of the Investors Agreement.
Certain Other Transfers. On or prior to the Transfer Date, Amtech shall (and shall cause each of the Remaining Amtech Subsidiaries to) transfer to ASC the benefit of all obligations of any of the Employees in favor of Amtech or such Remaining Amtech Subsidiary under any agreements, including without limitation invention assignment, noncompetition/nonsolicitation, dispute resolution agreements, and the noncompetition, nonsolicitation, and the dispute resolution provisions of any stock option agreements, between such Employee and Amtech or such Remaining Amtech Subsidiary.
Certain Other Transfers. In addition to any other assignment or participation permitted pursuant to this Article 26, Xxxx may assign, pledge and/or grant a security interest in all or any portion of the Obligations owed to it to secure obligations of Xxxx, including to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors and any operating circular issued by any Federal Reserve Bank or to any other central bank; provided that, Xxxx shall not be relieved of any of its obligations hereunder and under the other Transaction Documents as a result of any such assignment and pledge; and provided further that in no event shall the applicable Federal Reserve Bank, other central bank, pledgee or trustee be considered to be “Xxxx” hereunder or under any other Transaction Document
Certain Other Transfers. Notwithstanding anything to the contrary contained herein, Transfers or issuances (i) of direct and/or indirect interests in Ryman shall be permitted (including during a Default) and (ii) of direct and/or indirect interests in RHP Hotel Properties, LP shall be permitted (including during a Default) so long as at least seventy-five percent (75%) of the limited partnership interests in RHP Hotel Properties, LP are held directly or indirectly by Ryman or its successor by operation of law and Ryman or its successor maintains Control of RHP Hotel Properties, LP; provided, however, unless otherwise approved by all Lenders, it shall be a Default if there is a “Change in Control” of Ryman under and as defined in its principal bank credit facility referenced in Section 12 of the Ryman Guaranty at a time when Borrower and Operating Lessee are directly or indirectly managed and Controlled by Ryman Guarantor or a Transfer Affiliate of Ryman Guarantor, unless in connection with the acquisition of Ryman by a Qualified Transferee; and no fee or consent is required with respect to the foregoing transfers.
Certain Other Transfers. Each Holder shall provide reasonable prior notice (not more than [●] days) to the Coordination Committee (or, after the expiration of the term described in Section 4.5, the other Holders) when it plans to Transfer any or all of its Shares pursuant to (a) a block sale to a financial institution not effected pursuant to a Shelf Offering in accordance with Section 3.5, (b) a registration statement on Form S-8 or (c) a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement.
