Prohibited Equity Transfers. Except as may be permitted under this Agreement, Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”), including without limitation, (A) if a Restricted Party is a corporation, any merger, consolidation or other Transfer of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (B) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (C) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (D) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests.
Prohibited Equity Transfers. Without the prior written consent of Lender, Grantor shall not cause or permit any Transfer of any interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”), including without limitation, (A) if a Restricted Party is a corporation (other than Xxxx Credit Property Trust III, Inc.), any merger, consolidation or other Transfer of more than 10% of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions resulting in total capital stock then issued and outstanding which is more than 110% of the total immediately prior to such issuance; (B) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general partner or any profits or proceeds relating to such partnership interests; (C) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member (or if no managing member, any member) or any profits or proceeds relating to such limited liability company interest, or the Transfer of a non-managing limited liability company interest or the creation or issuance of new non-managing limited liability company interests; or (D) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests. Notwithstanding the foregoing, in no event shall a Transfer or proposed Transfer of any direct or indirect legal or beneficial interest in Grantor (whether by a Restricted Party or a non Restricted Party) be done in a manner that would violate the Patriot Act. Notwithstanding the foregoing, with respect to the direct and indirect interests in Xxxx Credit Property Trust III, Inc., Grantor shall be permitted to rely exclusively on the implementation by its U.S. broker-dealer network of the normal and customary investor screening practices mandated by applicable law and NASD regulations in satisfaction of the covenant set forth in the preceding sentence.
Prohibited Equity Transfers. Trustor shall not cause or permit any Transfer of any direct legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”), including without limitation, (A) if a Restricted Party is a corporation, any merger, consolidation or other Transfer of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (B) if a Restricted Party is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (C) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (D) if a Restricted Party is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests.
Prohibited Equity Transfers. Except for a Permitted Equity Transfer, Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in Borrower or Guarantor (collectively, a “Prohibited Equity Transfer”), including: (i) any merger, consolidation or other Transfer of a corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (ii) any merger or consolidation or the change, removal, resignation or addition of a general partner, or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests, or the creation or issuance of new limited partnership interests; (iii) any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member), or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest, or the creation or issuance of new non-managing membership interests; or (iv) any merger, consolidation or other Transfer of any legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests.
Prohibited Equity Transfers. Except as may be permitted under this Mortgage, Mortgagor shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”).
Prohibited Equity Transfers. Except as may be permitted under this Deed, Grantor shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in a Restricted Party (collectively, a “Prohibited Equity Transfer”).
Prohibited Equity Transfers. Other than a Permitted Equity Transfer, such Co-Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in such Co-Borrower (hereinafter collectively referred to as a “Prohibited Equity Transfer”), including any merger or consolidation or the change, removal, resignation or addition of member 7257764v.2 of such Co-Borrower. A Permitted Equity Transfer shall not be consummated unless the following conditions are satisfied: (i) the Permitted Equity Transfer shall not cause a Material Adverse Effect on the Co-Borrower or adversely impact its ability to perform its obligations hereunder; (ii) the EPC Agreement and the O&M Agreement with Sponsor or its Affiliates shall remain in effect and have a term that does not expire prior to the end of the Maturity Date of the Project Debt for such Co-Borrower; (iii) the applicable Co-Borrower provides Lender with reasonable advance notice of the Permitted Equity Transfer; and (iv) Lender shall have received such replacement Loan Documents as may be required to provide the Lender with the same Collateral and other protections provided by the Pledge Agreement and the Sponsor Guaranty.
Prohibited Equity Transfers. Except in connection with a Permitted Transfer (hereinafter defined) or a replacement of Borrower's Manager pursuant to Section 10.5, Borrower shall not cause or permit any Transfer of any direct or indirect legal or beneficial interest in Borrower (collectively, a "Prohibited Equity Transfer"), including without limitation, (i) if Borrower is a corporation, any merger, consolidation or other Transfer of such corporation's stock or the creation or issuance of new stock in one or a series of transactions; (ii) if Borrower is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (iii) if Borrower is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Transfer of a non-managing membership interest or the creation or issuance of new non-managing membership interests; or (iv) if Borrower is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in Borrower or the creation or issuance of new legal or beneficial interests.
Prohibited Equity Transfers. Subject to Section 4.2(b) below, Borrower shall not cause or permit any Transfer of any direct legal or beneficial interest in Borrower or Member (collectively, a “Prohibited Equity Transfer”), including without limitation, (A) if Borrower or Member is a corporation, any merger, consolidation or other Transfer of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (B) if Borrower or Member is a limited partnership, limited liability partnership, general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Transfer of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (C) if Borrower or Member is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member), or the Transfer of a non-managing limited liability company interest or the creation or issuance of new non-managing limited liability company interests; or (D) if Borrower or Member is a trust, any merger, consolidation or other Transfer of any legal or beneficial interest in Borrower or Member or the creation or issuance of new legal or beneficial interests. Notwithstanding the foregoing, in no event shall a Transfer or proposed Transfer of any direct or indirect legal or beneficial interest in Borrower (whether by a Restricted Party or a non-Restricted Party) be done in a manner that would violate the Patriot Act.
Prohibited Equity Transfers. Borrower shall not permit any direct or indirect holder or owner of an equity, ownership, membership, partnership, or voting interest in the Grantor (an “Existing Owner”) to sell, transfer, exchange or otherwise dispose of such interest in any transaction or series of transactions except as expressly permitted by the terms of the Senior Loan Documents.
