Permitted Admission. Notwithstanding the terms and conditions of Section 5.01, provided Borrower satisfies each and all of the Admission Conditions (defined below), the following shall be deemed a “Permitted Admission”: the admission of any person or entity that is not CNL, HHC or a CNL/HHC Affiliate into CNL HHC Partners, LP or into any entity that has a direct or indirect interests in CNL HHC Partners, LP in connection with a publicly traded stock transaction or any public or private offering of equity ownership interests, provided that upon giving effect to the admission, HHC, CNL or CNL/HHC Affiliate shall own a majority interest, directly or indirectly, in Borrower and all Key Parties and HHC, CNL or CNL/HHC Affiliate shall manage and control, directly or indirectly, the affairs and decisions of Borrower and all Key Parties, including, without limitation, the day-to-day and major/strategic management, business, operations, accounting and investment affairs and decisions (without limiting the generality of the foregoing, the admitted party may have consent rights over new or “elective” transactions, which consent rights shall not pertain to the operation of the Property or any rights, duties, or obligations under the Documents).
Appears in 4 contracts
Samples: Multi State Mortgage and Security Agreement (CNL Hotels & Resorts, Inc.), Security Agreement (CNL Hotels & Resorts, Inc.), Trust, Security Agreement (CNL Hotels & Resorts, Inc.)
