Prohibited Change of Control Sample Clauses

Prohibited Change of Control. A Prohibited Change of Control shall occur.
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Prohibited Change of Control. Borrower shall not permit any Change of Control (as defined below) to occur without the prior written consent of Agent in its sole discretion. As used herein, a “Change of Control” shall mean the occurrence of any of the following events: (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), excluding the Permitted Investors (as defined below), shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding common stock of the REIT; (ii) the board of directors of the REIT shall cease to consist of a majority of Continuing Directors (as defined below); (iii) the REIT or the Operating Partnership shall cease to own, directly or indirectly, 100% of the equity interests of Borrower or the TRS Lessee, free and clear of any liens or encumbrances (other than liens or encumbrances in favor of Agent); or (iv) the REIT shall (A) fail to be sole general partner of the Operating Partnership or cease to own all the general partnership interests of the Operating Partnership or (B) fail to Control the management and policies of the Operating Partnership. As used herein, (i) “Permitted Investors” means, collectively, Farallon Capital Partners, L.P., Farallon Capital Institutional Partners, L.P., Farallon Capital Institutional Partners III, L.P., Xxxxxx Xxxxxxx Investment Partnership, Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx, Xxxxxxxxxxx Xxxxxx, Xxxx X. Lammas, Xxxx Xxxxxxx, Xxxxxxxx X. Xxxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxxx, Xxxxxx X. Xxxxx, Xx., and Xxxxx X. Xxxxxx, and their Control Investment Affiliates (as defined below); (ii) “Continuing Directors” means the directors of the REIT on the Modification Closing Date, after giving effect to the other transactions contemplated hereby, and each other director of the REIT, if, in each case, such other director’s nomination for election to the board of directors of the REIT is recommended by at least 66 2/3% of the then Continuing Directors or such other director receives the vote of the Permitted Investors in his or her election by the shareholders of the REIT; and (iii) “Control Investment Affiliate” means, as to any Person, any other Person that (A) directly or indirectly, is in Control of, is Controlled by, or is under common ...
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Prohibited Change of Control. If a Prohibited Change of Control occurs or there is any other transfer of a direct or indirect equity interests in Borrower except as expressly permitted hereunder; provided, however, (a) if Borrower, in good faith, did not intend to violate the restrictions of transfers hereof, and the applicable transfer does not constitute a Prohibited Change of Control (and was not made to a Embargoed Person), then such transfer shall not, in and of itself, constitute an Event of Default if Borrower unwinds such transfer (so as to cure the underlying breach of the applicable transfer restrictions hereof) within five Business Days after Borrower becomes aware that such transfer is not permitted under the applicable transfer restrictions hereof, and (b) with respect to any transfer which is of a non-controlling, indirect beneficial interest in Borrower, a failure of Borrower to deliver to Lender notice or other information required to be provided in connection with a transfer shall not, in and of itself, constitute an Event of Default, if such notice or other information required to be provided in connection with such Transfer is delivered by Borrower to Lender within five Business Days after delivery by Lender to Borrower of a request for such notice or other required information.
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Prohibited Change of Control. If a Prohibited Change of Control occurs or there is any other transfer of a direct or indirect equity interests in Borrower except as expressly permitted hereunder; provided, however, (a) if Borrower, in good faith, did not intend to violate the restrictions of transfers hereof, and the applicable transfer does not constitute a Prohibited Change of Control (and was not made to a Embargoed Person), then such transfer shall not, in and of itself, constitute an Event of Default if Borrower unwinds such transfer (so as to cure the underlying breach of the applicable transfer restrictions hereof) within five Business Days after Borrower becomes aware that such transfer is not permitted under the applicable transfer restrictions hereof, and (b) with respect to any transfer which is of a non-controlling, 84
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Related to Prohibited Change of Control

  • Change of Control Transaction If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to 12 months of the Executive’s base salary at a rate equal to the greater of his/her annual salary in effect immediate1y prior to the termination, or his/her then current annua1 salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination; and (3) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the Executive.

  • No Change of Control The Company shall use reasonable best efforts to obtain all necessary irrevocable waivers, adopt any required amendments and make all appropriate determinations so that the issuance of the Shares to the Purchasers will not trigger a “change of control” or other similar provision in any of the agreements to which the Company or any of its Subsidiaries is a party, including without limitation any employment, “change in control,” severance or other agreements and any benefit plan, which results in payments to the counterparty or the acceleration of vesting of benefits.

  • Change of Control Event A Change of Control Event occurs if at any time, the State of Norway ceases to own and be able to vote for, directly or indirectly, 100 % of the shares of the Issuer. If a Change of Control Event occurs, each Noteholder will have the right (the to require that the Issuer purchases all or some of the Notes at a price equal to 100 per cent of the Denomination plus accrued interest. The Put Option must be exercised within 20 calendar days after the Issuer has given notice to the Trustee and the Noteholders that a Change of Control Event has occurred. The settlement date for the Put Option will be the fifth business day after the end of the 20 calendar days exercise period.

  • Change of Control There occurs any Change of Control; or

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any RemainCo Benefit Plan or SpinCo Benefit Plan.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

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