Permitted Transfers Generally Clause Samples
The "Permitted Transfers Generally" clause defines the circumstances under which a party may transfer its rights or interests under an agreement without breaching its terms. Typically, this clause outlines specific types of transfers that are allowed, such as assignments to affiliates, transfers by operation of law, or transfers in connection with a merger or sale of substantially all assets. By clearly specifying which transfers are permitted, the clause provides flexibility for parties to reorganize or restructure their interests while maintaining compliance with the contract, thereby reducing uncertainty and the risk of inadvertent default.
Permitted Transfers Generally. Notwithstanding anything to the contrary contained in Section 8.1 hereof, Lender’s consent shall not be required in connection with (1) the Transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of stock are listed on the New York Stock Exchange or another nationally recognized stock exchange located within the United States, or (2) one or a series of Transfers, of not more than forty-nine percent (49%) in the aggregate of the direct or indirect ownership interests in any Restricted Party; provided that after giving effect to each such Transfer described in clauses (1) and (2) above, the following conditions are satisfied: (a) no Default or Event of Default shall have occurred and remain outstanding or shall occur solely as a result of such Transfer, (b) such Transfer shall not (i) cause the transferee, together with its Affiliates, to acquire Control of any Restricted Party, (ii) result in Borrower no longer being Controlled by Guarantor, or (iii) cause the transferee, together with its Affiliates, to increase its direct or indirect interest in any Restricted Party to an amount which exceeds forty-nine percent (49%) in the aggregate, (c) to the extent the transferee owns twenty percent (20%) or more of the direct or indirect interests in any Restricted Party immediately following such Transfer (provided that such Transferee did not own 20% or more of the direct or indirect ownership interests in such Restricted Party as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, bankruptcy, etc.) reasonably acceptable to Lender with respect to such transferee and its Affiliates as Lender may reasonably require, (d) after giving effect to such Transfer, Guarantor shall continue to own, directly or indirectly, at least fifty- one percent (51%) of all legal, beneficial and economic interests in each Restricted Party, (e) the Property shall continue to be self-managed by Borrower in accordance with the terms of this Agreement or managed by a Qualified Manager, (f) Borrower shall give Lender notice of such Transfer request, together with copies of all instruments effecting such Transfer and copies of any Organizational Documents that Lender shall require, not less than thirty (30) days prior to the proposed date of such Transfer, (g) Borrower shall continue to comply with the representations, warranties and covenants contain...
Permitted Transfers Generally. Any of the following may occur without the consent of Beneficiary and shall not be deemed a violation of the due-on-sale provisions in the Loan Documents: (x) the transfer of partnership interests, or the creation or issuance of new partnership interests (including, without limitation, in connection with exchanges made pursuant to Section 721 of the Internal Revenue Code), in Operating Partnership, or (y) the transfer of shares, or the creation, issuance or sale of new shares, in Guarantor; provided, however, that as of the date that such transaction is consummated all of the following conditions shall have been satisfied:
(A) The Operating Partnership continues to be the sole member in of GC Member and each of the Other Holding Companies, GC Member continues to be the sole member of Grantor, and each of the Other Holding Companies continues to be the sole member of its respective Other Borrower;
(B) Guarantor continues to be the sole general partner of the Operating Partnership owning at least 51% of the common units in the Operating Partnership;
(C) No such transaction or series of transactions leads to a Change in Control with respect to Guarantor, or a change of Control of Operating Partnership GC Member or Grantor (except as permitted in the first proviso contained at the end of the definition of “Change in Control”);
(D) No such transaction or series of transactions shall result in the proposed transferee having been granted consent, veto or control rights over any material or major decisions relating to Guarantor, the Operating Partnership, GC Member, Grantor, the Property or the Loan (except as permitted in the first proviso contained at the end of the definition of “Change in Control”); and
(E) Such transaction is (I) in the ordinary course of business of selling, issuing or redeeming shares in Guarantor, or (II) in the ordinary course of business of selling, issuing or redeeming limited partner partnership interests or “OP units” in the Operating Partnership in accordance with the express terms of its partnership agreement, then the Transfer Conditions shall have been satisfied.
Permitted Transfers Generally. The restrictions contained in this Article IV shall not apply to any transfer effected in connection with the consummation of an Acquisition Proposal or Business Combination which is supported by the Board of Directors (including the majority of the Company's Independent Directors).
Permitted Transfers Generally. The restrictions contained in this Section 2 with respect to Transfers of Ordinary Shares shall not apply to any Transfer by a Shareholder (a) to a Shareholder's spouse, children (including adopted), grandchildren (including adopted) or other living descendants, or executors, administrators, testamentary trustees or to a trust or family partnership of which there are no principal (i.e., corpus) beneficiaries or partners other than the grantor or one or more of such Shareholder spouse or described relatives, executors, administrators, testamentary trustees, or by the laws of descent and distribution and provided that, in the case of a trust, the existing beneficiaries and/or trustee(s) and/or grantor(s) of such trust have the power to act with respect to the trust's assets without court approval and, in the case of a family partnership, that the partners thereof have the power to act with respect to the partnership's assets without court approval and the partnership is not permitted to (i) distribute assets to Persons who are not among the relatives listed above or (b) to a legal representative of such Shareholder in the event such Shareholder becomes mentally incompetent or to such Shareholder's personal representative following the death of such Shareholder; or (c) to a company or other legal entity that controls, is controlled by, or is under common control with such Shareholder and which such Shareholder and Persons identified in clauses (a) and (b) own a majority of the outstanding equity interests. Transferees to whom Transfers are permitted pursuant to this Section 2.3 are referred to herein as "Permitted Transferees"; provided, however, that so long as the Company is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (a "B.V."), "Permitted Transferees" shall be limited to a Shareholder's spouse, registered partner, children (including adopted), grandchildren (including adopted) or other living descendants in the direct line or in the collateral line to the second degree. The restrictions contained in this Section 2, other than Section 2.2, with respect to Transfers by Shareholders of Ordinary Shares shall not apply to any Transfer by a Permitted Transferee to another Permitted Transferee of such Shareholder.
Permitted Transfers Generally. 19 SECTION 4.9 Distribution........................................................................19
Permitted Transfers Generally. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease, or sublet the Premises or a portion thereof, other than pursuant to a Permitted Assignment (as defined below) or a sublease to an Affiliate (as defined below), then at least 15 days, but not more than 45 days, before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion (provided that it shall be reasonable for Landlord to withhold its consent based upon the financial condition of the assignee or sublessee and the engagement by such party in areas of controversial science, and provided further that Landlord shall have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iii) terminate this Lease, in the case of a proposed assignment, or (iv) in the case of a sublease having a term for the remainder of the Term, terminate the Lease with respect to the subleased Premises, for the remaining Term of this Lease (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described ...