Equity Transfers. The following transfers shall be effective as of the Closing Date:
(i) VGI hereby sells, transfers and conveys to QEI, and QEI hereby redeems and repurchases from VGI, the A Shares (including any related dividend rights).
(ii) VGI hereby sells, transfers and conveys to the Company, and the Company hereby redeems and repurchases from VGI, the B Share and C Shares (including any related dividend rights).
(iii) QEI hereby sells, transfers and conveys to VGI, and VGI hereby repurchases from QEI, the QSC Shares (including any related dividend rights).
Equity Transfers. Notwithstanding anything to the contrary contained herein, PSLT-BLC Holdings' consent shall not be required in connection with any of the following (each, an "Equity Transfer"): (i) an initial public offering of Guarantor or similar equity sale transaction targeted to raise equity capital for Guarantor, or (ii) any direct or indirect transfer of less than fifty percent (50%) of the ownership interest in (x) Guarantor or (y) Fortress, excluding any Permitted Management Incentive Program from such calculation, provided that, in the case of an Equity Transfer contemplated by clause (ii), the current equity holders of Guarantor or Fortress, as the case may be, which control Guarantor or Fortress, as the case may be, as of the date hereof continue to control Guarantor or Fortress, as the case may be, following any such Equity Transfer.
Equity Transfers. Notwithstanding anything to the contrary contained herein, PSLT-ALS Holdings' consent shall not be required in connection with any of the following (each, an "Equity Transfer"): (i) an initial public offering of Guarantor or any Parent or any other equity owner of Guarantor or similar equity sale transaction targeted to raise capital for Guarantor or any Parent or other equity owner of Guarantor, or (ii) any direct or indirect equity transfer in Guarantor of less than fifty percent (50%) of the ownership interest, excluding any Permitted Management Incentive Program from such calculation, provided that, in each case, the current shareholders of Guarantor which control the management of Guarantor as of the date hereof continue to control the management of Guarantor following any such Equity Transfer.
Equity Transfers. (a) Borrower shall not engage in or permit the Transfer any direct or indirect, legal or beneficial ownership interest in any Loan Party without the prior written consent of Agent.
(b) Notwithstanding the foregoing, subject to Sections 5.14(c) and (d) below, and provided no Event of Default exists, Agent’s consent shall not be required for the following Transfers (each, a “Permitted Transfer”):
(i) The issuance, sale, conveyance, transfer, or other disposition (each a “REIT Share Transfer”) of any shares (the “REIT Shares”) of common stock or preferred stock in Guarantor, so long as the REIT Share Transfer does not result in or cause a Change of Control of Guarantor or Borrower.
(ii) The issuance, sale, conveyance, assignment, pledge, Transfer, or other disposition (each a “OP Transfer”) of any limited partnership interests (the “LP Interests”) in Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Operating Partnership”), so long as the OP Transfer does not result in or cause a Change of Control of Borrower.
(iii) Registering (the “Registration”) the REIT Shares or the LP Interests with the Securities and Exchange Commission by the filing of a form S-11 Registration Statement or otherwise (the “Registration Statement”), provided that:
A. at the time of such Registration, there has been (1) no material adverse change to the financial condition of the Operating Partnership, Guarantor or Borrower since the date of this Agreement, and (2) no Change of Control of Guarantor, Borrower or the Project, and
B. promptly following the Registration, Guarantor must deliver to Agent a certificate executed by a duly authorized representative of Guarantor confirming the foregoing and Guarantor’s continued liability under the Loan Documents to which it is a party and attaching a copy of the filed Registration Statement.
(iv) Transfers of the direct or indirect ownership interests in Borrower held by Xxxxxx Xxxxxxxx (“Xxxxxxxx”), Xxxx Xxxxxxxxxxx (“X. Xxxxxxxxxxx”), Xxxxx Xxxxxxxxxxx (“X. Xxxxxxxxxxx”), Xxxxx Xxxx (“Xxxx”), Xxxxx Xxxxxxxxxx (“Xxxxxxxxxx”) and Xxxx Xxxxx (“Xxxxx”, and collectively with Xxxxxxxx, X. Xxxxxxxxxxx, X. Xxxxxxxxxxx, Xxxx and Xxxxxxxxxx, the “Principals”), to or for the benefit of their Immediate Family Members that occur for estate planning purposes or by inheritance, devise, or bequest or by operation of law, so long as such Transfer(s) does not result in a Change of Control. “Immediate Family Members” means a Person’s spouse, p...
Equity Transfers. Unless Borrower shall have delivered a Rating Agency Confirmation in connection therewith, make, permit or allow any Person (whether or not within Borrower's control) to make any sale, assignment, transfer, conveyance, pledge or encumbrance of any stock, partnership interest, membership interest, or other equity interest in Borrower (or of any direct or indirect member of Borrower, or of any other entity that directly or indirectly, through any number of tiers of ownership, owns any equity interest in Borrower), or the sale or creation of any additional membership interest;
Equity Transfers. Authorize, issue, sell, assign, redeem, or otherwise dispose of (i) any of its Equity Interests, or (ii) any securities exchangeable for or convertible into or carrying any rights to acquire any of its Equity Interests, except as contemplated in the Stock Purchase Agreement;
Equity Transfers. PCIC shall have the right to elect, in its sole and absolute discretion, to terminate this Agreement, in whole or in part, in the event that Lender fails to approve the release of NorthStar Partnership, L.P. and PCIC from all of their respective obligations under all guaranties and indemnities issued with respect to the Loan within ten (10) business days after a request to Lender in connection with a proposed bona fide transfer of the direct or indirect equity interests in Accotel Equity Investors LLC or the Company. Such right to terminate this Agreement may be exercised by delivering notice of such termination to Lender within sixty (60) days after Lender's failure to approve such releases. Upon such election this Agreement shall be null, void and of no further force or effect.
Equity Transfers. 25 6.2 Assumption of Obligations; Accession ................................................................. 25 6.3 Advance Notice ..................................................................................................... 25 6.4
Equity Transfers. Subject to the pledges and transfers contemplated by the Security Documents, each Shareholder agrees that it will not make any Transfer other than any Transfers that: (i) are carried out in accordance with and subject to the conditions set forth in this Agreement, (ii) do not and would not result in a Change of Control Event, and (iii) are made to a transferee that, concurrently with becoming a Shareholder hereunder, delivers Required Equity Support, in each case in a form and from an Equity Guarantor or an entity that is acceptable to the Global Administrative Agent (acting at the instruction of all of the Senior Lenders), provided that any Required Equity Support or other equity support pursuant to Section 6.1(iii) shall only be required if any Guaranteed Obligations of such Shareholder remain outstanding.
Equity Transfers. At any time prior to the Project Completion Date, the Sponsor fails to hold, directly or indirectly, greater than 50% of the Equity Interests of the Borrower.
