Common use of Structural Changes Clause in Contracts

Structural Changes. Seller shall not enter into merger or consolidation, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except in connection with (i) Seller’s transfer from Seller of an Asset that was previously transferred to Seller in connection with a Transaction Request, if Buyer, subsequent to such transfer, declines to approve such Transaction, and if it had been properly requested by Seller pursuant to Section 3.10, or (ii) a repurchase by Seller of a Purchased Asset pursuant to the terms of this Agreement, Seller shall not enter into any transaction with an Affiliate of Seller unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except in connection with (i) Seller’s transfer from Seller of an Asset that was previously transferred to Seller in connection with a Transaction Request, if Buyer, subsequent to such transfer, declines to approve such Transaction, and if it had been properly requested by Seller pursuant to Section 3.10, or (ii) a repurchase by Seller of a Purchased Asset pursuant to the terms of this Agreement, Seller shall not enter into any transaction with an Affiliate of Seller unless (a) Seller notifies Buyer of such transaction at least ten (10) days before entering into it, and (b) such transaction is on market and arm’s-length terms and conditions, as demonstrated in Seller’s notice.

Structural Changes. Seller shall not enter into any merger or consolidation, or adopt, file or effect a Division, or liquidate, wind up or dissolve, or sell all or substantially all of its assets or properties, divide itself into two or more limited liability companies, or permit any changes in the ownership of the Equity Interests of Seller, without the consent of Buyer. Seller shall ensure that all Equity Interests of Seller shall continue to be directly owned by the owner or owners thereof as of the date hereof. Seller shall ensure that neither the Equity Interests of Seller nor any property or assets of Seller shall be pledged to any Person other than Buyer. Except in connection with (i) Seller’s transfer from Seller of an Asset that was previously transferred to Seller in connection with a Transaction Request, if Buyer, subsequent to such transfer, declines to approve such Transaction, and if it had been properly requested by Seller pursuant to Section 3.10, or (ii) a repurchase by Seller of a Purchased Asset pursuant to the terms of this Agreement, Seller shall not enter into any transaction with an Affiliate of Seller unless (except transactions expressly contemplated hereby, including, without limitation, the acquisition of Eligible Assets from a Permitted Transferor or other Affiliates of Seller, subject to and in accordance with Section 7.11, or the sale or transfer of a Purchased Asset in connection with a capital markets transaction after or simultaneously with the repurchase thereof by Seller in accordance herewith, which sale or transfer shall be on customary terms and conditions for such transaction), unless, as to such other transactions (a) Seller notifies Buyer of such transaction at least ten not less than seven (107) days before entering into it, and (b) such transaction is on market and commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length terms and conditions, transaction as demonstrated set forth in Seller’s notice.