No Transfer of Equity Interest. (i) Borrower shall maintain: (x) Xxxxxx as a Manager, President and Chief Executive Officer and Powers as a Manager, Secretary and Treasurer of Xxxxxxxx, provided, however, that Borrower shall have the right to replace Xxxxxx or Powers as a result of either’s death or incapacity or leaving the employment of TCC or Borrower provided that in such event Borrower shall be required to replace Rivers or Powers with a manager or officer of similar experience in running a multinational Cannabis company, (y) Trulieve Holdings as the sole member of Borrower and (z) TCC as the sole shareholder of Trulieve Holdings, subject to the provisions in Section 3(k)(iii) below. No direct equity ownership in Borrower will be transferred, pledged or encumbered without the prior written consent of Agent, which may be granted or withheld in Agent’s non-reviewable discretion. Notwithstanding the foregoing, and provided there then exists no Event of Default or state of facts which with the giving of notice or passage of time, or both, would become an Event of Default, the following shall be permitted so long as the Permitted Transfer Conditions (defined below) are satisfied (the “Permitted Transfers”):
No Transfer of Equity Interest. No equity ownership in any Borrower Party may be transferred, pledge or encumbered, directly or indirectly, without the prior written consent of Lender. Notwithstanding the foregoing, and provided there then exists no Event of Default or state of facts which with the giving of notice and passage of time, or both, would become an Event of Default, no interest in any Borrower Party may be assigned, transferred, conveyed, pledged or otherwise disposed of, except for the following (the “Permitted Transfers”): (i) transfers of ownership interests in a Borrower Party between individuals and/or legal entities or trusts owning equity interests in such Borrower Party as of the date of this Agreement; (ii) transfers by devise or descent or by operation of law upon the death or disability of the transferor; and/or (iii) transfers of ownership interests in any Borrower Party to an owner’s immediate family members (i.e., spouse, child, parent, sibling or grandchild of such owner) or a trust established for the benefit of such immediate family member. Paragraphs (i), (ii) and (iii) above are each a “Permitted Transfer Condition” and collectively, the “Permitted Transfer Conditions”. Provided, however, that prior to any Permitted Transfer: (i) Lender may establish a threshold level of percentage ownership interest of existing owners of any such Borrower Party to which all owners of such Borrower Party shall adhere; (ii) the management of such Borrower Party shall not be changed; and (iii) such Borrower Party shall provide Lender with written notice and details of any Permitted Transfer within ten (10) business days prior to the transfer becoming effective so Lender can confirm compliance with the Permitted Transfer Conditions. If such Borrower Party does not provide Lender with such written notice and details of the Permitted Transfer, the Permitted Transfer shall not be effective and shall be null and void for all purposes. [RESERVED]
No Transfer of Equity Interest. Without the prior written consent of the Purchaser, none of the Seller shall Transfer any of its Company Equity Interests held as of the date hereof except to the extent contemplated under this Agreement.
