Ownership of the Restricted Parties Sample Clauses

Ownership of the Restricted Parties. During the term of this Agreement, there shall not, without the prior written consent of the Required Lenders, be any change in the ownership or Control of the Restricted Parties other than the Borrower from that described on Schedule B as of the date of this Agreement, except as otherwise expressly permitted in this Agreement and except that ownership or Control may be transferred in whole or in part to another Obligor if the Borrower gives the Agent not less than five days advance notice of the transfer and promptly takes steps that the Agent reasonably requests to maintain the Loan Documents so that the Lenders’ position is not adversely affected.
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Ownership of the Restricted Parties. During the term of this Agreement, every Obligor (other than ATS) shall be wholly-owned by ATS and every Non-Obligor shall be Controlled by ATS, in each case directly or indirectly.
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Ownership of the Restricted Parties. During the term of this Agreement, there shall not be any change in the ownership or control of the Restricted Parties other than NSCL from that described on Schedule F, except if: (a) the change is otherwise expressly permitted in this Agreement and NSCL gives the Agent reasonable advance notice of the change and immediately takes whatever steps and delivers whatever documents (including opinions of counsel satisfactory to the Lenders) are reasonably required to ensure that the Security is not adversely affected as a result; (b) the Restricted Party was owned or controlled, as the case may be, by another Restricted Party incorporated in Canada and the change will result in the first Restricted Party being owned or controlled by a Restricted Party or Restricted Parties incorporated in Canada, and NSCL gives the Agent reasonable advance notice of the change and immediately takes whatever steps and delivers whatever documents (including opinions of counsel satisfactory to the Lenders) are reasonably required to ensure that the Security is not adversely affected as a result; or (c) the Agent (acting reasonably, after consultation with counsel) determines that the Lenders' ability to recover under the Security would not be adversely affected by the change.
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Ownership of the Restricted Parties. During the term of this Agreement, there shall not, without the prior written consent of the Majority Lenders (which shall not be unreasonably withheld), be any change in the ownership or control of the Restricted Parties other than CHC from that described on Schedule F. In addition, there shall be no change in the ownership of CHC that would result in Xx. X.X. Xxxxxx ceasing to control CHC, except that his shares may be transferred within his immediate family upon his death (as long as steps are immediately taken to preserve all Permits for the operation of Aircraft by the Restricted Parties and no such Permits are adversely affected) or for succession planning purposes (as long as steps approved by the Majority Lenders are taken before any such transfer to ensure that no such Permits are adversely affected).
Sample 1
Ownership of the Restricted Parties. During the term of this Agreement, there shall not, without the prior written consent of the Majority Lenders (which shall not be unreasonably withheld), be any change in the ownership or control of the Restricted Parties other than NSCL from that described on Schedule F, except as otherwise expressly permitted in this Agreement. In addition, there shall not be any change of control of NSCL which results in the Reference Debt Rating by Xxxxx'x or S&P being lowered. For the purpose of this Agreement, a change in control of NSCL shall be deemed to have occurred only in the following circumstances: (a) if the Existing Major Shareholder then holds Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL and 30% or more of the total shareholders' equity of NSCL, a change of control shall be deemed to have occurred if Capital Stock of NSCL is held by or for the benefit of any person or group of persons acting jointly or in concert, other than by way of security only, in a quantity to which is attached more of the votes or more of the shareholders' equity than are attached to the Capital Stock of NSCL then held by the Existing Major Shareholder, or (b) if the Existing Major Shareholder does not then hold Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL and 30% or more of the total shareholders' equity of NSCL, a change of control shall be deemed to have occurred if Capital Stock of NSCL to which is attached 30% or more of the votes that may be cast to elect directors of NSCL or 30% or more of the total shareholders' equity of NSCL is held by or for the benefit of any person or group of persons acting jointly or in concert, other than by way of security only.
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Related to Ownership of the Restricted Parties

  • Ownership of the Borrower Except as set forth in the Partnership Agreement of the Borrower, the Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of the Property (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

  • Ownership of the Leased Property Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease.

  • Ownership of the Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of the Obligors An Obligor (other than the Company) is not or ceases to be a Subsidiary of the Company.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Subject Shares (a) Except for Subject Shares Transferred after the date hereof in accordance with Section 5.01, such VC Shareholder is the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of such VC Shareholder’s Subject Shares and has good and marketable title to such Subject Shares free and clear of any Liens, claims, options, rights, understandings or arrangements or any other encumbrances, limitations or restrictions whatsoever (including, but not limited to, any restriction on the right to vote or dispose of such Subject Shares), except as set forth herein or pursuant to any applicable restrictions on transfer under the Securities Act. Except for the Investor pursuant to this Agreement, no Person has any contractual or other right or obligation to purchase or otherwise acquire any of such VC Shareholder’s Subject Shares. Except for this Agreement, none of such VC Shareholder’s Subject Shares are subject to any voting agreement, voting trust or other agreement or arrangement, including, but not limited to, any proxy, consent or power of attorney. (b) Except for any Subject Shares acquired after the date hereof, other than the Subject Shares set forth opposite such VC Shareholder’s name on Schedule A, neither such VC Shareholder nor, to such VC Shareholder’s knowledge after reasonable inquiry, any of its controlled Affiliates (other than (i) any portfolio company of any fund entity to which such VC Shareholder or one of its Affiliates serves as an advisor or (ii) any individual that may be an Affiliate of such VC Shareholder that owns shares in his/her individual capacity) beneficially owns any (i) shares of capital stock or other voting securities of, or ownership interests in, the Company, (ii) securities of the Company convertible or exchangeable into, or exercisable for, shares of capital stock or other voting securities of or ownership interests in the Company or (iii) warrants, calls, options or other rights to acquire from the Company any of the foregoing.

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