Corporate or Partnership Transactions Sample Clauses

Corporate or Partnership Transactions. If any Lessee, any Guarantor, any Facility manager which is an Affiliate of Lessee or any Guarantor or any member of any Lessee is a corporation or limited liability company, then, except as otherwise provided in this Section 22.2, the merger, consolidation or reorganization of such corporation or limited liability company and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock or other equity interests, by Lessee, any Guarantor or any manager which is an Affiliate of Lessee or any Guarantor or the members or stockholders of record of any of them as of the date of this Master Lease, which results in a change in the voting control of such entity, shall constitute a Transfer, provided, however, that Lessor’s consent shall not be required with respect to Lessee’s transfer of all or substantially all of its assets and liabilities to, or its merger or consolidation with, its parent corporation or a subsidiary, direct or indirect, of its parent corporation, but (i) the obligations of any Guarantor shall remain in full force and effect notwithstanding such transfer, merger or consolidation, and (ii) no such transfer, merger or consolidation shall diminish or in any way adversely affect any of Lessor’s cross-default and cross-collateralization rights with respect to any other lease and this Master Lease. If Lessee, any Guarantor of this Master Lease, or any manager which is an Affiliate of Lessee or any Guarantor is a joint venture, partnership or other association, then the sale, issuance or transfer, cumulatively or in one transaction, within any five (5) year period of either voting control or of a twenty percent (20%) or greater interest in, or the termination of, such joint venture, partnership or other association, shall constitute a Transfer. The provisions of this Section 22.2 shall not apply to transaction involving the securities of any Guarantor so long as such Guarantor is a reporting company under Section 12(g) of the Securities Act of 1934, as amended or its stock is traded on the New York Stock Exchange or other national securities market, nor to any transaction involving the securities of Lessee if, after giving effect to such transaction, such Guarantor retains voting control over Lessee.
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Corporate or Partnership Transactions. If Tenant or Guarantor is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance or transfer, cumulatively or in one transaction, of any voting stock by Tenant or Guarantor or the stockholders of record of any of them as of the date of this Lease which results in a change in the voting control of Tenant or Guarantor shall constitute a Transfer. If Tenant or Guarantor is a joint venture, partnership or other association, then the transfer of or change in, cumulatively or in one transaction, voting control of or a twenty percent (20%) or greater interest in such Tenant or Guarantor within any five-year period, or the termination of such joint venture, partnership or other association, shall constitute a Transfer.
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Corporate or Partnership Transactions. If Tenant, Guarantor or the Manager is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance or transfer, cumulatively or in one transaction, of any voting stock by Tenant, Guarantor or the Manager or the stockholders of record of any of them as of the date of this Lease which results in a change in the voting control of Tenant, Guarantor or the Manager or the stockholders of record of any of them shall constitute a Transfer. If Tenant, Guarantor or the Manager is a joint venture, partnership or other association, then the transfer of or change in, cumulatively or in one transaction, voting control of or a twenty percent (20%) or greater interest in such Tenant, Guarantor or Manager within any five-year period, or the termination of such joint venture, partnership or other association, shall constitute a Transfer. Notwithstanding the foregoing, if there occurs a "change of control" with respect to Monarch, then the provisions of this Section shall only apply to matters involving Tenant and not Guarantor or the Manager. For purposes of this Section, a "change of control" shall mean a transaction or series of transactions whereby any Person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder acquires beneficial ownership, directly or indirectly, of membership interests of Monarch (or other interests convertible into such membership interests) representing over fifty percent (50%) of the combined voting power of all membership interests of Monarch entitled to vote in the election of members of the Management Committee; provided, however, a "change of control" with respect to Monarch shall not include an initial public offering and sale of interests in Monarch pursuant to an effective registration statement under the Securities Act of 1933, as amended, if Xxxxxx X. Xxxxxx continues thereafter as the Chairman of the Management Committee of Monarch or Chairman of the Board of Directors or Chairman of the Management Committee of any successor in interest of Monarch.
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Corporate or Partnership Transactions. If Lessee, Guarantor or the Manager is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance or transfer, cumulatively or in one transaction, of any voting stock by Lessee, Guarantor or the Manager or the stockholders of record of any of them as of the date of this Lease which results in a change in the voting control of Lessee, Guarantor or the Manager shall constitute a Transfer. If Lessee, Guarantor or the Manager is a joint venture, partnership or other association, then the transfer of or change in, cumulatively or in one transaction, voting control of or a twenty percent (20%) or greater interest in such Lessor, Guarantor or Manager within any five-year period, or the termination of such joint venture, partnership or other association, shall constitute a Transfer.
Sample 1
Corporate or Partnership Transactions. If Tenant, Guarantor or the Manager is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance or transfer, cumulatively or in one transaction, of any voting stock by Tenant, Guarantor or the Manager or the stockholders of record of any of them as of the date of this Lease which results in a change in the voting control of Tenant, Guarantor or the Manager shall constitute a Transfer. If Tenant, Guarantor or the Manager is a joint venture, partnership or other association, then the transfer of or change in, cumulatively or in one transaction, voting control of or a twenty percent (20%) or greater interest in such Tenant, Guarantor or Manager within any five-year period, or the termination of such joint venture, partnership or other association, shall constitute a Transfer. Notwithstanding the foregoing, if there occurs a "change of control" with respect to Monarch, then the provisions of this Section shall only apply to matters involving Tenant and not Guarantor or the Manager. For purposes of this Section, a "change of control" shall mean a transaction or series of transactions whereby any Person or group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder acquires beneficial ownership, directly or indirectly, of securities of Monarch (or other securities convertible into such securities) representing over fifty percent (50%) of the combined voting power of all securities of Monarch entitled to vote in the election of directors.
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Corporate or Partnership Transactions. If Tenant or Guarantor is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance or transfer, cumulatively or in one transaction, of any voting stock by Tenant or Guarantor or the stockholders of record of any of them as of the date of this Lease which results in a change in the voting control of Tenant or Guarantor shall constitute a Transfer, unless there is no change in the senior management personnel of Tenant and Guarantor listed on Exhibit G hereto. If Tenant or Guarantor is a joint venture, partnership, limited liability company or other association, then the transfer of or change in, cumulatively or in one transaction, voting control of or a twenty percent (20%) or greater interest in such Tenant or Guarantor within any five-year period, or the termination of such joint venture, partnership, limited liability company or other association, shall constitute a Transfer, unless there is no change in the senior management personnel of Tenant and Guarantor listed on Exhibit G hereto.
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Corporate or Partnership Transactions. Except as provided in the last sentence of this Section 24.2, if any Lessee, Omega Master Lease Guarantor or Manager, if any, is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock, by such Lessee or Omega Master Lease Guarantor or Manager or the stockholders of record of any of them as of the date of this Lease, which results in a change in the Control of any Lessee or Omega Master Lease Guarantor or Manager such that Unison does not have direct or indirect Control of such Lessee, Omega Master Lease Guarantor or Manager, or as a result of which any Lessee or Omega Master Lease Guarantor which on the Effective Date is a wholly owned subsidiary of Unison, BritWill HealthCare or Signature ceases to be such a wholly owned subsidiary, shall constitute a Transfer of this Lease. If any Lessee, Omega Master Lease Guarantor or Manager is a joint venture, partnership or other association, the sale, issuance or transfer, cumulatively or in one transaction, within any five-year period of either voting control or of a twenty percent (20%) or greater interest, or the termination of any such joint venture, partnership or other association, shall constitute a Transfer. Notwithstanding anything elsewhere herein to the contrary, however, the merger, consolidation or reorganization of Unison and/or the sale, issuance or transfer, cumulatively or in one transaction, of any stock in Unison shall not constitute a Transfer of this Lease.
Sample 1
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Corporate or Partnership Transactions. If any Lessee, any Guarantor or any manager of a Facility is a corporation, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock, by Lessee, any Guarantor or any manager or the stockholders of record of any of them as of the date of this Master Lease, which results in a change in the voting control of such entity, shall constitute a Transfer, provided, however, that Lessor's consent shall not be required with respect to Lessee's transfer of all or substantially all of its assets and liabilities to, or its merger or consolidation with, its parent corporation or a subsidiary, direct or indirect, of its parent corporation, but (i) the obligations of any Guarantor shall remain in full force and effect notwithstanding such transfer, merger or consolidation, and (ii) no such transfer, merger or consolidation shall diminish or in any way adversely affect any of Lessor's cross-default and cross-collateralization rights with respect to any other lease and this Master Lease. If Lessee, any Guarantor of this Master Lease or any manager is a joint venture, partnership or other association, then the sale, issuance or transfer, cumulatively or in one transaction, within any five (5) year period of either voting control or of a twenty percent (20%) or greater interest, or the termination of such joint venture, partnership or other association, shall constitute a Transfer. The provisions of this Section 22.2 shall not apply to transaction involving the securities of any Guarantor so long as such Guarantor remains a reporting company under Section 12(g) of the Securities Act of 1934, as amended or its stock is traded on the New York Stock Exchange or other national securities market, nor to any transaction involving the securities of Lessee if, after giving effect to such transaction, such Guarantor retains voting control over Lessee.
Sample 1
Corporate or Partnership Transactions. If Tenant or the guarantor of this Lease, if any, is a corporation the stock of which is not traded on any national securities exchange or nationally in the National Association of Securities Dealers over the counter market, then the merger, consolidation or reorganization of such corporation and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock, by Tenant or the guarantor of this Lease or the stockholders of record of either as of the date of this Lease, which results in a change in the voting control of Tenant or the guarantor of this Lease (except any such transfer by gift, inheritance or testamentary disposition) shall constitute a Transfer of this Lease for all purposes of this Lease. If Tenant or the guarantor of this Lease, if any, is a joint venture, partnership or other association, then for purposes this Lease, the sale, issuance or transfer, cumulatively or in one transaction, of either voting control or of a twenty-five (25%) or greater interest, or the termination of any joint venture, partnership or other association, shall constitute a Transfer, except any such transfer by inheritance or testamentary disposition.
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Related to Corporate or Partnership Transactions

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Ownership by Limited Partner of Corporate General Partner or Affiliate No Limited Partner shall at any time, either directly or indirectly, own any stock or other interest in the General Partner or in any Affiliate thereof, if such ownership by itself or in conjunction with other stock or other interests owned by other Limited Partners would, in the opinion of counsel for the Partnership, jeopardize the classification of the Partnership as a partnership for federal tax purposes. The General Partner shall be entitled to make such reasonable inquiry of the Limited Partners as is required to establish compliance by the Limited Partners with the provisions of this Section.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • No Joint Venture or Partnership Each Borrower and Lender intend that the relationship created hereunder be solely that of borrower and lender. Nothing herein is intended to create a joint venture, partnership, tenants-in-common, or joint tenancy relationship between any Borrower and Lender nor to grant Lender any interest in any Individual Property other than that of mortgagee or lender.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Purchase or Sale of Partnership Securities The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed. As used in this Agreement, (i) “Current Market Price” as of any date of any class of Limited Partner Interests means the average of the daily Closing Prices (as hereinafter defined) per Limited Partner Interest of such class for the 20 consecutive Trading Days (as hereinafter defined) immediately prior to such date; (ii) “Closing Price” for any day means the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal National Securities Exchange (other than the Nasdaq Stock Market) on which such Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests of such class are not listed or admitted to trading on any National Securities Exchange (other than the Nasdaq Stock Market), the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the Nasdaq Stock Market or such other system then in use, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner; and (iii) “Trading Day” means a day on which the principal National Securities Exchange on which such Limited Partner Interests of any class are listed or admitted for trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted for trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

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