Change in Ownership of Borrower Sample Clauses

Change in Ownership of Borrower. There shall occur a change in the ownership of Borrower as shown on Schedule I, or in the control of Borrower; or
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Change in Ownership of Borrower. Either: (a) the Labordes fail to retain ownership of at least forty-five percent (45%) of the issued and outstanding stock of Borrower (provided, however, that no Event of Default shall occur under this Agreement so long as at least forty-five percent (45%) of the issued and outstanding stock of Borrower is owned by the Labordes, any descendant of the Labordes, any trust for the exclusive benefit of the Labordes or any descendant of the Labordes, or the respective estates of the Labordes or any descendant of the Labordes if said stock will ultimately pass from the respective estates of the Labordes to a descendant or a trust for the exclusive benefit of a descendant of the Labordes); or (b) the Wilsons fail to retain ownership of at least forty- five percent (45%) of the issued and outstanding stock of Borrower (provided, however, that no Event of Default shall occur under this Agreement so long as at least forty-five percent (45%) of the issued and outstanding stock of Borrower is owned by the Wilsons, any descendant of the Wilsons, any trust for the exclusive benefit of the Wilsons or any descendant of the Wilsons, or the respective estates of the Wilsons or any descendant of the Wilsons if said stock will ultimately pass from the respective estates of the Wilsons to a descendant or a trust for the exclusive benefit of a descendant of the Wilsons). Upon the occurrence of any Event of Default, Banks, or Agent upon the direction of Banks, in addition to all of the remedies conferred upon Agent and/or Banks under law, in equity or under any of the Loan Documents, may declare the Commitments to be terminated and the Notes to be due and payable, whereupon the Commitments shall immediately terminate, and the Notes shall become immediately due and payable, without notice of any kind, except that if an event described in Section 10.4 occurs, the Commitments shall immediately terminate, and the Notes shall become immediately due and payable without declaration or notice of any kind.
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Change in Ownership of Borrower. Without the prior written consent ------------------------------- of Lender, (i) PGP shall own no less than 99% of the Borrower, as the sole limited partner, and PEI shall own no less than 1% of the Borrower, as the sole general partner, and (ii) Natural Gas Partners, L.P. and Natural Gas Partners II, L.P., individually or collectively, shall own no less than fifty-one percent (51%) of the limited partnership interest of PGP.
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Change in Ownership of Borrower. Any change in the ownership, membership or control of Borrower without the Lender’s prior written approval; or
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Change in Ownership of Borrower. There shall be no transfer of any ------------------------------- interest of any general partner of Borrower, directly or indirectly (except as permitted in the Mortgage and other than a transfer due to death or disability), nor shall any new general partner be admitted to Borrower, without the prior written consent of Lender.
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Change in Ownership of Borrower. Borrower shall not permit the transfer of any ownership interest in Borrower, directly or indirectly, or permit the creation of any new ownership interest in Borrower, or permit or effect any change in the ownership, control or management of the Borrower or Project or allow any modification or amendment in the organizational documents of Borrower, without the written consent of Lender having been first obtained.
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Related to Change in Ownership of Borrower

  • Change in Ownership of the Company A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change of Control; or

  • Change in Ownership Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.

  • Ownership of Borrower The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Change in Effective Control A Change in Effective Control occurs if, over a twelve (12) month period: (i) a person or group acquires stock representing thirty percent (30%) of the voting power of the corporation; or (ii) a majority of the members of the board of directors of the ultimate parent corporation is replaced by directors not endorsed by the persons who were members of the board before the new directors’ appointment, as defined in Treasury Regulations §1.409A-3(i)(5)(vi).

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Obligations relating to Change in Ownership 5.3.1 The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior approval of the Authority. 5.3.2 Notwithstanding anything to the contrary contained in this Agreement and the RFP, the Concessionaire agrees and acknowledges that: (i) all acquisitions of Equity by an acquirer, either by himself or with any person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity, in aggregate of not less than 15% (fifteen per cent) of the total Equity of the Concessionaire; or (ii) acquisition of any control directly or indirectly of the Board of Directors of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall constitute a Change in Ownership requiring prior approval of the Authority from national security and public interest perspective, the decision of the Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of the Authority. For the avoidance of doubt, it is expressly agreed that approval of the Authority hereunder shall be limited to national security and public interest perspective, and the Authority shall endeavour to convey its decision thereon expeditiously. It is also agreed that the Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement. For the purposes of this Clause 5.3.2: (a) the expression "acquirer", "control" and "person acting in concert" shall have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or the control of the Board of Directors, as the case may be, of the Concessionaire; (b) the indirect transfer or control of legal or beneficial ownership of Equity shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and (c) power to appoint, whether by contract or by virtue of control or acquisition of shares of any company holding directly or through one or more companies (whether situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situate in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

  • Changes in Ownership A-E agrees that if there is a change or transfer in ownership, including but not limited to merger by acquisition, of A-E’s business prior to completion of this Contract, the new owners shall be required under terms of sale or other transfer to assume A-E’s duties and obligations contained in this Contract and to obtain the written approval of County of such merger or acquisition, and complete the obligations and duties contained in the Contract to the satisfaction of County. A- E agrees to pay, or credit toward future work, County’s costs associated with processing the merger or acquisition.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

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