Permitted Equity Transfers Clause Samples
The Permitted Equity Transfers clause defines the specific circumstances under which equity interests in a company may be transferred without breaching the agreement. Typically, this clause outlines exceptions to general transfer restrictions, such as transfers to affiliates, family members, or in connection with certain corporate restructurings. Its core function is to provide flexibility for routine or low-risk equity transfers while maintaining control over significant changes in ownership, thereby balancing the need for operational flexibility with the protection of existing stakeholders.
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Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and...
Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor or in any general partner or member of Trustor shall be freely transferable without the consent of Beneficiary, (ii) any involuntary transfer caused by the death of Trustor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor remain unchanged as a result of such death or any replacement management is approved by Beneficiary, (iii) gifts for estate planning purposes of any individual’s interests in Trustor or in any of Trustor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor remain unchanged following such gift or any replacement management is approved by Beneficiary and (iv) membership interests in Trustor and interests in any member of Trustor or in any partner of any member of Trustor may be transferred without the consent of Beneficiary so long as, after any such transfer, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇ Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of Trustor, where the term “control” means the power to direct the management and policies of Trustor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by ▇▇▇▇ REIT III Operating Partnership, LP of its interests in Trustor pursuant to the terms hereof, Trustor agrees to contemporaneously furnish to Beneficiary a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary in Beneficiary’s sole and DEED OF TRUST (NORTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer documen...
Permitted Equity Transfers. (a) A Transfer of an ownership interest in Borrower or any Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Lender’s prior written consent or a Rating Agency Confirmation if all of the following conditions are satisfied with respect to such Transfer: (i) Lender receives fifteen (15) days prior written notice thereof, (ii) immediately prior to such Transfer, no Event of Default shall have occurred and be continuing, (iii) no more than forty-nine percent (49%) of the ownership interests in Borrower or any Mezzanine Borrower is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) the Principal Control Persons collectively retain Control of Borrower and Mezzanine Borrower, and (vi) the Principal Investors collectively continue to own, directly and/or indirectly, at least 51% of the ownership interests in Borrower and Mezzanine Borrower.
(b) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of or, except as otherwise required in clause (y) below, notice to Lender or a Rating Agency Confirmation so long as (x) (except with respect to Section 8.5(b)(ii) and (iv) below) Section 8.5(a)(v) above is complied with and (y) with respect to (1) any Transfer of interests in any Guarantor or Sponsor that alters the ratio of ownership interests in Master Lessee between that owned by Colony Capital, LLC and its Affiliates, on the one hand, and that owned by the ▇▇▇▇▇▇▇▇ Brothers and their Affiliates and Family Trusts, on the other hand, and (2) any Transfer of interests in the ▇▇▇▇▇▇▇▇ Brothers and their Affiliates and Family Trusts to Persons other than Principal Investors, Lender shall receive prior written notice:
(i) a Transfer of (A) interests in any Guarantor or Sponsor between or among its existing owners and any Principal Investors, and (B) any interests in the parent entities of such owners;
(ii) a Transfer of equity interests in any Guarantor, Sponsor or Master Lessee in conjunction with or after an initial public offering of shares, provided that from and after the consummation of such initial public offering, no Person or group other than the Principal Control Persons and Principal Investors (A) shall have acquired beneficial ownership, directly or indirectly, of equity interests in Master Lessee representing more than twenty-five percent (25%) of the voting power and economic interest...
Permitted Equity Transfers. For purposes of this Lease, “Permitted Equity Transfer” means any Transfer of beneficial ownership of all or a portion of a Landlord Equity Interest which satisfies all of the following requirements in all respects:
Permitted Equity Transfers. Notwithstanding anything stated to the contrary in this Agreement or in any of the other Loan Documents, the transfers and transactions described in Section 5.2 of the Deed of Trust shall not be prohibited and shall be expressly permitted. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (i) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (ii) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party, (iii) (A) the sale, transfer or issuance of shares of stock in Guarantor or in any Restricted Party that, in each instance, is a publicly traded entity, provided such shares of stock are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange or (B) the sale, transfer or issuance of shares of stock in American Finance Trust, Inc., a Maryland corporation provided that such shares of stock are sold, transferred or issued in the ordinary course of business through licensed broker dealers in accordance with all applicable Legal Requirements to third party investors in a manner consistent with previous offerings conducted by American Finance Trust, Inc., a Maryland corporation or its Affiliates as of the Closing Date, (iv) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) by Guarantor or any direct or indirect legal or beneficial owner of Guarantor for estate planning purposes to the transferor’s spouse, child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family members of such owner, or to a trust for the benefit of such spouse, child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family members and (v) the pledge to a Qualified Lender of the right of Guarantor or any direct or indirect legal or beneficial owner of Guarantor to receive distributions, and the granting of a security interest to such Qualified Lender in such distributions, in an amount such that Guarantor shall continue to comply with the net worth and liquidity requirements provided in the Guaranty (provided, that, such pledge to a Qualified Lender shall not include the transfer or pledge of any direct and/or indirect stock, partnership, membership and/or other equity interests in any Restricted Party; and provided, further, that, the foregoing provisions of clauses (i), (ii), (iii),...
Permitted Equity Transfers. Notwithstanding the foregoing, no Transfers shall be deemed to be a Prohibited Equity Transfer so long as Guarantor retains Control of each Restricted Party, the Minimum Equity Requirement remains satisfied following such Transfer and the transferee with respect to any such Transfer is not a Disqualified Entity. Notwithstanding any provision in this Agreement or any other Loan Document, but subject to the provisions of Section 8.19, nothing contained herein or therein shall be deemed to restrict or otherwise interfere with (i) a Permitted Revolver Loan Transfer or (ii) the ability of the holders of direct or indirect legal, Beneficial or equitable interests in the Guarantor to Transfer such interests, whether in connection with an initial public offering of shares in Guarantor or the Persons owning direct or indirect equity interests therein or otherwise (but the provisions of Section 10.3 shall apply in the event of any Transfer of direct or indirect interests in Guarantor, whether pursuant to (i) or (ii) or otherwise).
Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer and shall be expressly permitted: (A) a Transfer of the direct or indirect ownership interests of KBS Limited Partnership and KBS Real Estate Investment Trust, Inc., so long as: (i) KBS Capital Advisors LLC, or (ii) an entity owned by ▇▇▇▇▇ ▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. remains the sole asset manager of KBS Real Estate Investment Trust, Inc.; (B) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both Borrower and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (C) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under Section 7.1a(vi) below; (D) a Transfer, in one or a series of transactions, of not more than 49% of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party where such Transfer does not result in a change in management control in the Restricted Party; and (E) a Transfer of interests in Guarantor or in any entity which directly or indirectly owns an interest in Guarantor.
Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: (i) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (ii) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under this Agreement; or (iii) transfers of interests in Parent, provided that after giving effect to such transfers in Parent, (x) the Parent continues to own 100% of the interests in each of the other Borrowers and (y) a majority of the equity interests in Parent continue to be indirectly owned by Guarantor and Parent remains 100% under the Control of Guarantor or an Affiliate of Guarantor. In addition, notwithstanding any provision in this Agreement to the contrary, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: the issuance, redemption, sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance, conveyance, transfer or other disposition (each, an “HHC Share Transfer”) of the equity interests (the “HHC Shares”) in Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition as hereinafter defined) so long as the HHC Share Transfer does not result in or cause a Change of Control (as hereinafter defined) of Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition). For purposes of this Section, a “Change of Control” shall occur when: (i) one Person (hereinafter defined) or group of affiliated Persons acquires more than 33% of the HHC Shares in one or a series of transactions, provided, however, that the acquisition by a Plan Sponsor (as hereinafter defined) of more than 33% of the HHC Shares in one or a serious of transactions (a “Plan Sponsor
Permitted Equity Transfers. Delete provision added at the end of Section 6.15(c)(ii) pursuant to Section 22 of the Assumption Agreement. Add the following after subsection (D) that was added to Section 6.15(c)(ii) pursuant to Section 8(b) of the Assumption Agreement: