Sale to a Third Party Transferee Sample Clauses

Sale to a Third Party Transferee. In the event that the Company and/or the ROFO Rightholders shall not have collectively elected to purchase all of the Offered Units the Offering Member may Transfer all of such Offered Units that are not so purchased, at a price per Offered Unit of each applicable Class not less than specified in the Offering Member Notice and on other terms and conditions which are not materially more favorable in the aggregate to the proposed purchaser than those specified in the Offering Member Notice, but only to the extent that such Transfer occurs within ninety (90) days after expiration of the ROFO Rightholder Option Period. Any Offered Units not Transferred within such 90-day period shall be subject to the provisions of this Section 10.3 upon subsequent Transfer.
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Sale to a Third Party Transferee. Unless any ROFR Party elects to purchase the Offered Note under Condition 4.1(c), the Holder may, subject to Condition 4.1(h), Transfer the Offered Note to the Proposed Third Party Transferee identified in the Transfer Notice at a price not less than the Transfer Price, and on terms not less favourable to the Holder than the terms set forth in the Transfer Notice.
Sample 1

Related to Sale to a Third Party Transferee

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

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