Entity Transfers Sample Clauses

Entity Transfers. Any sale, assignment or other transfer, including, without limitation, by consolidation, merger or reorganization, of fifty percent (50%) or more (whether in a single transaction or series of transfers) of the equity ownership or beneficial interests in Tenant, if Tenant is a corporation, trust or limited liability company, or of any general partnership interest in Tenant if Tenant is a general or limited partnership, shall be an Assignment for purposes of this Lease, unless following such sale assignment or other transfer or transaction, Tenant is either Dolby Laboratories, Inc., a Delaware corporation, or its successor by merger or consolidation (collectively, “Dolby Delaware”) or a wholly-owned direct or indirect subsidiary of Dolby Delaware (a “Dolby Subsidiary”; Dolby Delaware and Dolby Subsidiaries are collectively referred to herein as “Dolby Entities” and individually as a “Dolby Entity”). If Tenant is a corporation, the provisions of this Section 18.4 shall not apply at any time when the stock of Tenant is traded on a national exchange, and if Tenant is a Dolby Subsidiary, the provisions of this Section 18.4 shall not apply to any transfer of stock in Dolby Delaware at any time when the stock of Dolby Delaware is traded on a national exchange.
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Entity Transfers. The cumulative (i.e. in one or more sales or transfers, by operation of law or otherwise) transfer of an aggregate of 50% or more of the ownership interests, including by creation or issuance of new ownership interests, in an entity which is (i) Tenant, (ii) an assignee of Tenant, or (iii) any entity which is a general partner in a general or limited partnership which is Tenant or assignee of this Lease; (except as the result of transfers by gift or inheritance), shall be deemed a transfer of this Lease and shall be subject to the provisions of Section 10.01. For the purpose of this Article Ten, any entity which has undergone any of the changes described in this Section 10.03 shall be deemed to be a Transferee. The two immediately preceding sentences, however, shall not be applicable to any tenant corporation the outstanding voting stock of which is listed on a national securities exchange actively traded "over the counter."
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Entity Transfers. If Tenant is a corporation, the transfer by one or more transfers, directly or indirectly, by merger, assignment, operation of law or otherwise, of a majority of the number of shares of stock and/or voting control of Tenant shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Section 9.8(a) shall not apply to the transfer of shares of stock of Tenant if and so long as Tenant’s stock is publicly traded on a United States domestic nationally recognized stock exchange. For purposes of this Section 9.8 the term “transfers” shall be deemed to include the issuance of new stock or of treasury stock which results in a majority of the stock of Tenant being held by a person or persons that do not hold a majority of the stock of Tenant on the Commencement Date. If Tenant is a partnership or limited liability company, the transfer by one or more transfers, directly or indirectly, by operation of law or otherwise, of a majority interest in the capital or profit interest of the partnership or limited liability company, or transfer of control of the partnership or limited liability company, shall be deemed a voluntary assignment of this Lease. If Tenant is a limited liability company, trust, or any other legal entity (including a corporation or a partnership), the transfer by one or more transfers, directly or indirectly, of control of such entity, however characterized, shall be deemed a voluntary assignment of this Lease. The provisions of Section 9.1 shall not apply to transactions with an entity into or with which Tenant is merged or consolidated, or to which substantially all of Tenant’s assets are transferred, so long as: (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease; (ii) the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (a) the net worth of Tenant immediately prior to such merger, consolidation or transfer, and (b) the net worth of the original Tenant on the date of this Lease; (iii) the persons who owned a controlling interest in Tenant on the Commencement Date also own a controlling interest in the surviving entity in such merger; (iv) proof satisfactory to Landlord of such net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction; and (v) Landlord receives copies of all relevant documents regard...
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Entity Transfers. 45 19.01. Transfer of Entity Interests in Lieu of Asset Sale............................................45
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Entity Transfers. Nothing set forth in this Section shall restrict, limit, or prevent Landlord from (i) making an assignment of its interest in this Lease for security, (ii) admitting party(ies) as members of the limited liability company that constitutes Landlord or (iii) granting to lenders or others equity interests in the limited liability company that constitutes Landlord.
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Entity Transfers. (a) For the purposes hereof, the term “Entity Owner“ shall mean any entity owning one or more of the Entity Transfer Properties, either as of the date hereof (with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇), ▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇) and Tuckernuck Square (Richmond, VA)) or following a “drop down” of such Property by Owner prior to the Closing pursuant to Section 21.01(b) (with respect to all of the other Entity Transfer Properties). Subject to Section 21.01(c), with respect to the Entity Transfer Properties (and only with respect to such Properties), the Company hereby agrees to accept the transfer of Owner’s interest in each of the applicable Entity Owners (or a merger of an Entity Owner into the Company or a subsidiary of the Company) in lieu of a transfer of the Entity Transfer Properties owned by such Entity Owners. As used herein, “Entity Transfer Properties“ means the Properties identified on Schedule 21.01 attached hereto. (b) Prior to the Closing, but in no event more than one (1) Business Day prior to the Closing, Owner shall cause each of the Entity Transfer Properties (other than Bristol Plaza, Hilltop Plaza and Tuckernuck Square) to be transferred to an Entity Owner that, in each case, does not own any other real property other than such Entity Transfer Property. Owner shall pay all Transfer Taxes required to be paid in connection with such transfers. The Company agrees that the Entity Transfer Properties known as Bristol Plaza, Hilltop Plaza and Tuckernuck Square shall not be transferred to new Entity Owners prior to the Closing and, subject to Section 21.01(c), the Company will accept the transfer of Owner’s interest in the existing Entity Owners with respect to such Entity Transfer Properties (or a merger of such Entity Owners into the Company or one or more subsidiaries of the Company). (c) The respective rights of Owner and the Company in respect of the transfer of interests in (or merger of) an Entity Owner in lieu of transferring an Entity Transfer Property hereunder is subject to (i) Owner providing the Company and/or any SPE Entity, as of the Closing Date, with such additional representations and warranties related to such Entity Owner (or the interests therein) being transferred as reasonably requested by the Company and customarily required in similar transactions, and (ii) Owner providing to the Company and/or any SPE Entity at the Closing (A) an indemnification to cover Losses related to such Entity Owner for matters arising ...
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Entity Transfers 
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Related to Entity Transfers

  • Equity Transfer 1.1 Party B agrees to transfer the Relevant Equity Interest to Party A with each of the Party B transferring the all of the registered capital as set forth in the Attachment A. Party A agrees to accept such transfer. After the closing of the transfer, Party A is to hold a 100% equity stake in Party B. 1.2 As the consideration for the equity transfer, Party A shall pay each of the Party B the number of RMB Yuan setting forth in the Attachment A pursuant to Article A. 1.3 Party B agrees to the Equity Transfer under this Article, and is willing to and shall procure the other shareholders (other than Party B) of Party C to be willing to sign necessary documents including resolutions of shareholders’ meeting and letters on waiver of preemptive right to acquire the Relevant Equity Interest in respect thereof and assist in completing other necessary formalities for the Equity Transfer. 1.4 Party B and Party C shall be jointly and separately responsible for taking necessary actions, including but not limited to signing this Agreement, adopting the resolutions of shareholders’ meeting and the amendments to the articles of association etc., in order to achieve the transfer of equity interest from Party B to Party A, and responsible for completing all governmental approval or industrial and commercial registration formalities within ten working days from the sending of the notice of exercise by Party A in accordance with the provisions of the Equity Option Agreement to make Party A become the registered owner of such equity interest in the register.

  • Exempt Transfers The Company's First Refusal Right under this Section 3 shall not apply to transfers of the Stock by will or the laws of descent and distribution; provided, however, that all of the terms of this Agreement shall remain in effect as to such transferred Stock. In addition, Recipient may transfer all or a portion of the Stock to (i) a revocable trust for the sole benefit of Recipient, his or her spouse, or his or her lineal descendants, or (ii) to his or her spouse, siblings, lineal descendants thereof, parents, or his or her lineal descendants subject to a nonrevocable voting trust of a duration of 10 years without the written permission of the Company, provided said Recipient is trustee and prior written notice (together with a copy of the trust agreement) is given the Company within thirty (30) days thereafter. The trustee shall hold such Stock subject to all the provisions hereof, and shall make no further transfers other than as provided herein. Upon the death, total disability, or termination of employment of the transferor Recipient, the successor trustee or any cotrustee (and any subsequent transferee) shall be required to sell, transfer or present said Stock for purchase as provided herein, for the price and on the terms hereafter set forth as if such successor trustee and subsequent transferee were the transferor Recipient. Transferee shall make no further transfers other than as provided herein, and any attempted transfer in violation of this Section 3 shall be null and void and shall be disregarded by the Company. All references herein to Stock shall be deemed to include Stock owned by any such successor trustee or subsequent transferee, except that payment for such trustee and transferee Stock shall be made to the trustee and transferee instead of to the original Recipient or his or her estate.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least six months (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) (For transfers pursuant to Section 307(a)(ii) of the Indenture referred to below) U.S. Bank National Association, as Securities Registrar Two ▇▇▇▇▇ Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ 18th Floor Richmond, Virginia 23219 Re: 5.125% Senior Notes due 2027 (the “Securities”) Reference is made to the Indenture, dated as of August 30, 2016 (the “Indenture”), among ▇▇▇▇▇▇▇▇ Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture, Rule 144A or Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$_____________ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). ___________________________ CERTIFICATE No(s). _____________________ CURRENTLY IN BOOK-ENTRY FORM: Yes ___ No ___ (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through a Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Securities are not represented by a Global Security, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Securities be transferred to a person (the “Transferee”) who shall take delivery in the form of a Restricted Security. In connection with such transfer, the Owner hereby certifies that, unless such transfer is being effected pursuant to an effective registration statement under the Securities Act, it is being effected in accordance with Rule 144A or Rule 144 under the Securities Act and all applicable securities laws of the states of the United States. Accordingly, the Owner hereby further certifies as:

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.