Permitted Equity Transfers Sample Clauses

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, Xxxxxxxxxxx X. Xxxx or Xxxx 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 Xxxx 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) Xxxxx Fargo/Xxxx Properties/Cracker Barrel Loan Xx. 00-00000000/Xxxxx Xx. 000 absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer documen...

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 (other than a transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (ii) the (1) 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 (other than the transfer of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity) or (2) subject to Section 6.2(b)(ix) above, sale, transfer, issuance or pledge of LTIP Units (other than the transfer or pledge of the direct interests in Borrower, Mortgage Borrower, Mezzanine B Borrower or any Xxxxxx Intermediate Entity), (iii) the sale, transfer, pledge or issuance of shares of common stock or securities convertible into or exchangeable for 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 or (iv) the pledge of any direct or indirect interests in Borrower, any SPE Component Entity (as defined herein and in the Mortgage Loan Agreement), and each Mortgage Borrower in connection with the Loan and the Mezzanine B Loan and the exercise of any rights or remedies that Lender or Mezzanine B Lender may have under its respective Mezzanine Loan Documents (provided, that, the foregoing provisions of clauses (i), (ii), (iii) and (iv) above 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 (i) and/or (ii) above, (A) except with respect to the sale, transfer, issuance or pledge of LTIP Units, Lender shall receive not less than thirty (30) days prior written notice of such transfers; (B) no such sale, transfer, issuance or pledge, as applicable, shall result in a change in Control of Guarantor or Affiliated Manager (provided that a change...

Permitted Equity Transfers. A Transfer (but not a pledge or encumbrance) of an indirect beneficial interest in Mezzanine Borrower that is otherwise prohibited hereunder shall nevertheless be permitted without Mezzanine Lender’s prior written consent or a Rating Agency Confirmation if (i) Mezzanine Lender receives thirty (30) 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 direct or indirect ownership interests in Mortgage Borrower, Mezzanine Borrower, any Senior Mezzanine Borrower, HoldCo, or any SPE Entity is being Transferred (in the aggregate of all such Transfers), (iv) the transferee is not a Disqualified Transferee, (v) HoldCo continues to own 100% of the ownership interests in Mezzanine Borrower and Mezzanine Borrower continues to own 100% of the ownership interest in Borrower, (vi) Guarantor retains Control of Mortgage Borrower, Master Lessee, HoldCo, Mezzanine Borrower, and each Senior Mezzanine Borrower, and Mortgage Borrower and continues to own, directly and/or indirectly, at least fifty-one percent (51%) of the equity interests in Master Lessee, (vii) Master Lessee (or its successor by merger or acquisition of all or substantially all of Master Lessee’s assets) remains the master lessee under the Master Lease, and (viii) except as otherwise permitted under clause (b) below, no more than forty-nine percent (49%) of the direct or indirect ownership interests in Master Lessee or Guarantor is being Transferred (in the aggregate of all such Transfers). (a) Notwithstanding anything herein to the contrary, the following Transfers shall not require the prior written consent of Mezzanine Lender: (i) a Transfer of interests in any Sponsor, (ii) a Transfer of interests in Guarantor or Master Lessee as a result of a merger or a Transfer of all or substantially all of the assets of a direct or indirect owner of Guarantor or Master Lessee to a Permitted Transferee or Pre-Approved Transferee and provided Borrower complies with Section 8.5(a) and (b) (and thereafter Transfers of interests in any such transferee if it is publicly traded); (iii) a Transfer (but not a pledge or encumbrance in the case of any Transfer of interests in HoldCo) of any interests in Guarantor, Master Lessee or HoldCo, provided that subsequent to any such Transfer, more than fifty-one percent (51%) percent of HoldCo is owned by any one or more of the following: (1) Xxxx Capital...

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. Notwithstanding the restrictions contained in this Article 6, in addition to Permitted Transfers, the following transfers (any such Transfer, a “Permitted Equity Transfer”) shall be permitted without Lender’s consent or notice to Lender (other than to comply with Lender’s “know your customer” requirements as provided below or with respect to clause (f) below to the extent required by the Intercreditor Agreement): (a) the Sale or Pledge, in one or a series of transfers, of the direct or indirect legal or beneficial equity interests in Borrower or direct or indirect interests in any Restricted Party (excluding the direct interests in Borrower or any SPE Component Entity); (b) transfers by devise or descent or by operation of law upon the death of a natural person; (c) transfers of direct or indirect interests in Borrower for estate planning purposes to the spouse, any lineal descendant, sibling or parent of such transferor (including any of the foregoing by adoption), or to a trust for the benefit of any one or more of such Persons; (d) transfers of Publicly Traded Shares in a Public Vehicle or of any direct or indirect equity interest of any Person whose only equity interest in Borrower consists of Publicly Traded Shares in a Public Vehicle; provided, that, with respect to clauses (a) through (d) above, (i) after giving effect to such Sale or Pledge (and in the case of a Sale or Pledge that is an upper-tier pledge for security purposes, any subsequent foreclosure thereon), (A) Sponsor, a Qualified Equityholder, and/or a Qualified Public Company shall collectively own not less than twenty-five percent (25%) of the economic and direct or indirect legal and beneficial interests in Borrower on an unencumbered and look-through basis, (B) Sponsor or a Qualified Equityholder shall Control Borrower and Guarantor, and (C) each Property shall continue to be managed by a Qualified Manager, (ii) no Sale or Pledge of any direct interest in any Borrower or any SPE Component Entity shall be permitted, (iii) no Individual Borrower or SPE Component Entity shall fail to be a Special Purpose Entity pursuant to, and in accordance with, Article 5 hereof by reason of such Sale or Pledge, (iv) intentionally omitted, (v) if such transfer is a KYC Transfer, (A) Borrower shall deliver to Lender (x) an Officer’s Certificate certifying that each KYC Transferee is not a Prohibited Person, in each case effective as of the date of the consummation of the applicable KYC Transfer, and (y) ...

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, and (iii) a Transfer of any preferred share in Xxxx Parent (provided, however, such preferred shares only represent on the date hereof a 0.02% ownership interest in Xxxx Parent); provided that after giving effect to any transfers in Xxxx Parent permitted under this Agreement: (x) the Xxxx Parent continues to own 100% of the interests in each of the other Borrowers and (y) a majority of the equity interests in Xxxx Parent continue to be indirectly owned by Guarantor and Xxxx 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 so long as the HHC Share Transfer does not result in or cause a Change of Control (as hereinafter defined) of Guarantor. For purposes of this Section, a “Change of Control” shall occur pursuant to Schedule 13.2 attached hereto. In addition, notwithstanding any provision to the contrary, each of Guarantor, The Xxxxxx Research and Development Corporation, a Maryland corporation and The Xxxxxx Corporation, a Delaware corporation may pledge, hypothecate and encumber its assets as each may determine. In no event shall any transferees be a Sanctioned Person. Prohibited Equity Transfers do not include issuance, redemptions, sales, conveyances, exchanges, mortgages, pledges, hypothecations, assignments, encumbrances, conveyances, transfers or other dispositions in Persons having a direct or indirect interest in Guarantor.

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:

Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent or the payment of any fee: (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 stock, partnership interests or membership interests (as the case may be) directly in Borrower; provided, however, after any such transfer Borrower is directly or indirectly (x) at least forty percent (40%) owned, and (y) Controlled by NYCOP; (iii) the transfer (but not the pledge), in one or more series of transactions, of the direct or indirect partnership interests of New York City Operating Partnership, L.P., a Delaware limited liability company (“NYCOP”), provided, however, after any such transfer Borrower is directly or indirectly (x) at least forty percent (40%) owned, and (y) Controlled by ARCNYC REIT or one or more Qualified Equityholders; (iv) the offer, sale, transfer or issuance (but not pledge) of shares of stock in ARCNYC REIT or in any other Restricted Party that, in each instance, is a publicly traded entity, provided (x) such shares of stock are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange or (y) such shares are sold in the ordinary course of business and in accordance with all applicable Legal Requirements to retail investors in a manner consistent with previous offerings and sales conducted by the REIT prior to the date of such sale, transfer or issuance; (v) intentionally omitted; (vi) 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 (vii) 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 suc...