Changes of Ownership. CONTRACTOR agrees that if there is a change or transfer in ownership of CONTRACTOR’s business prior to completion of AGREEMENT, the new owners shall be required under terms of sale or other transfer to assume CONTRACTOR’s duties and obligations contained in AGREEMENT and complete them to the satisfaction of COUNTY.
Changes of Ownership. Tenant shall disclose any proposed change in ownership of thirty (30) percent or more interest in Tenant to Landlord, and Landlord’s written approval shall be required for such change of ownership, which approval shall not be unreasonably withheld.
Changes of Ownership. Allow transfers in ownership of Borrower or any other Loan Party within Borrower’s control or under common control to, except for the following such transfers which Lender hereby approves as permitted transfers provided that no Event of Default is continuing:
(a) any transfers of membership interests in Borrower;
(b) any transfers of membership interests in either Guarantor between Xxxx Xxxxxx and Xxxx Xxxxxx pursuant to buy-sell provisions in the respective Company Agreement of such Guarantor, provided that Xxxx Xxxxxx or Xxxx Xxxxxx, individually or collectively, remain the only Manager(s) of the respective Guarantor and continue to own at least a fifty-one percent (51%) controlling interest in the respective Guarantor;
(c) any transfers of minority membership interests in either Guarantor to any third party or parties, provided that Xxxx Xxxxxx or Xxxx Xxxxxx, individually or collectively, remain the only Manager(s) of the respective Guarantor and continue to own at least a fifty-one percent (51%) controlling interest in the respective Guarantor; and
(d) any transfers of direct and/or indirect equity interests in Borrower provided that:
(i) other than in connection with a transfer, conveyance or pledge of a direct interest in a Qualified Equityholder, as defined below, and except as (A) may be otherwise prohibited by applicable law or (B) a transfer or transfers of publicly traded stock, and issuances of stock to the public which is the subject of or is exempt from filing(s) with the U.S. Securities and Exchange Commission, Borrower shall provide not less than ten (10) days prior written notice to Lender; and
(ii) no such transfer shall result in a Change of Control. For the avoidance of doubt, equity transfers of interests in Borrower among Affiliates of CNL shall be permitted without the consent of Lender subject to the other terms set forth herein.
(e) Notwithstanding anything to the contrary contained herein, without the prior written consent of Lender, Borrower shall be and must remain during the term of the Loan a “single purpose entity” (“SPE”), the only business of Borrower being the financing, ownership, development, maintenance and operation of the Mortgaged Property and other assets directly related to the operation of the Mortgaged Property, and always be in compliance with the Company Agreement of Borrower and with Section 9.26 of this Agreement.
Changes of Ownership. The Service Provider will make the Council aware, as soon as practically possible, of any change or potential change of ownership of their business as the new Service Provider will be required to undergo a process of Accreditation by the Council. Failure to comply may result in the new Service Provider not meeting the Accreditation requirement and resulting in non-payment for services delivered.
Changes of Ownership. We’ll make SEG Export Payments only to the person named on the SEG Plan, as the Generator.
Changes of Ownership. (a) UB Investments (Netherlands) BV ("UBBV"), the indirect sole shareholder of the Seller, is a party to a Stock Purchase Agreement dated November 5, 1995 (the "INFLO Agreement") with INFLO Holdings Corporation, under which it is a condition to the closing, which UBBV has agreed to use its best efforts to fulfill, that the Seller will have disposed of, among other things, the Bluffton Facility and the activities conducted at it. If the date for the closing under the INFLO Agreement (the "INFLO Closing Date") is before the Closing Date, prior to the INFLO Closing Date, the Seller will sell or otherwise transfer the Purchased Assets to a newly formed directly or indirectly wholly owned subsidiary of UBBV (the "Keebler Snack Assets Company").
(b) If prior to the Closing Date, (i) the Seller notifies the Buyer that it has transferred the Purchased Assets to the Keebler Snack Assets Company and (ii) the Seller delivers to the Buyer an agreement of the Keebler Snack Assets Company to be bound by all the provisions of this Agreement which are applicable to the Seller to the same extent the Seller is bound by those provisions (x) all the references in this Agreement to the Seller will be deemed to be references to the Keebler Snack Assets Company (except that the references to the Seller in Paragraph 11.4(c) will be deemed to include both the Seller and the Keebler Snack Assets Company), (y) all the rights and obligations of the Seller under this Agreement will become rights and obligations of the Keebler Snack Assets Company, and (z) the Seller will have no further rights or obligations under this Agreement.
Changes of Ownership. 11.1. We’ll make SEG Export Payments only to the person named on the SEG Plan, as the Generator.
11.2. If You’re planning to transfer ownership of Your Generation Unit(s), You must contact Us to ask for a Transfer Form. When You’ve completed, signed, dated and returned the form to Us, along with the requested documentation We’ll then write to You and the new Generation Unit(s) owner to confirm the change. You must tell Us as soon as reasonably possible before the planned change of ownership and send us a Valid Meter Reading(s) on the date of the change. From this date we will stop any further SEG Export Payments to You.
Changes of Ownership. In the event ownership of the Premises becomes vested in a person, persons or entity other than Borrower, except with the prior written consent of American Family, American Family may continue to deal with Borrower without any obligation to deal with such successor or successors in interest with reference to this Security Deed the other Loan Documents and the Indebtedness until notified of such vesting. Upon such notification, American Family may thereafter deal with such successor in place of Borrower without any obligation to thereafter deal with Borrower and without waiving any liability of Borrower under any of the Loan Documents.
Changes of Ownership. In the event that the ownership of the Premises becomes vested in a person or persons other than the First Party, the Third Party may continue to deal with the First Party without any obligation to deal with such successor or successors in interest with reference to this Indenture and the Indebtedness Secured Hereby until notified of such vesting. Upon such notification, the Third Party may thereafter deal with such successor in place of First Party without any obligation to thereafter deal with First Party and without waiving any liability of First Party hereunder or under the Note. The First Party shall give immediate written notice to the Third Party of any conveyance, transfer or change of ownership of the Premises but nothing in this Section contained shall constitute the consent of the Third Party to any such conveyance, transfer or change or negate any provisions elsewhere in this Indenture giving Third Party the right to declare the entire unpaid balance of the Indebtedness Secured Hereby due and payable immediately on such vesting.
Changes of Ownership. In the event the majority ownership of the corporation should change, the balance of the salary due the Manager under the terms of this contract shall be paid in full at the Manager's sole discretion.
