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.
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."
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...
Entity Transfers. 45 19.01. Transfer of Entity Interests in Lieu of Asset Sale............................................45
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.
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 ...
Entity Transfers