Transfer of Ownership Interest. Without the prior written notice to Bank, which consent shall not be unreasonably withheld or delayed, there shall not be any sale, transfer or assignment to any Person of the direct or indirect ownership interest in Seller if such sale, transfer or assignment shall result in such Person holding, directly or indirectly, [***] or more of the total outstanding ownership interest in Seller.
Transfer of Ownership Interest. If Tenant is a business entity, any direct or indirect transfer of 50 percent or more of the ownership interest of the entity (whether all at one time or over the term of the Lease) shall be deemed a Transfer.
Transfer of Ownership Interest. Without the prior written consent of AWVMC, which consent may be withheld by AWVMC in its sole discretion, no holder of any capital stock or other ownership interest in Independent Contractor may sell, assign, give, pledge or otherwise transfer, whether voluntarily or by operation of law, any such capital stock or other ownership interest in Independent Contractor to any other person or entity. Additionally, without the prior written consent of AWVMC, which consent may be withheld by AWVMC in its sole discretion, Independent Contractor may not cause or permit to be issued any additional equity or other ownership interest during the term of this Agreement. In the event AWVMC consents to the sale, assignment, gift, pledge or other transfer of any such capital stock or ownership interest, or to the issuance of any additional equity or other ownership interest in Independent Contractor, then Independent Contractor shall obtain the written agreement and consent of any such person or entity to whom the interest shall be conveyed or issued to be bound by the provisions of this Section 12.3.
Transfer of Ownership Interest. (a) For purposes of this Section 8.2, “Restricted Owner” means (i) Developer and (ii) any Person who directly or indirectly owns or holds any interest in Developer or any Casino Component Manager/Operator of a Component other than any Person who would be a Restricted Owner due solely to that Person’s ownership of (x) a direct or indirect interest in a Publicly Traded Corporation or (y) a five percent (5%) or less direct or indirect interest in (1) Developer unless, in the case of clause (y), upon completion of any Transfer the transferee will in the aggregate own or hold a five percent (5%) or more direct or indirect ownership interest in Developer, or (2) the Casino Component Manager/Operator of a Component. The covenants that Developer is to perform under this Agreement for City’s and EDC’s benefit and the services that each Casino Component Manager/Operator of a Component renders with respect to the Casino Complex are personal in nature. City and EDC are relying upon Developer and the Casino Component Manager/Operators in the exercise of their skill, judgment, reputation and discretion with respect to the Casino Complex. From and after the Execution Date under the Amended Agreement, any Transfer by a Restricted Owner of (x) any direct ownership interest in Developer or any Casino Component Manager/Operator of a Component, whether held by virtue of partnership, limited liability company, corporation or other form of entity; or (y) any ownership interest in any Restricted Owner, whether held by virtue of partnership, limited liability company, corporation or through other form of entity shall require the prior written consent of City, provided that with respect to a Transfer by any Restricted Owner other than a Transfer by Developer, any Affiliate of Developer or any Affiliate of any Casino Component Manager/Operator of a Component, City shall not withhold its consent to any Transfer unless the transferee (i) is in default on any debts due City, EDC or any other entity (a “Municipal Supported Entity”) that receives or received any City funding or subsidy to carry out its activities; (ii) has defaulted on any other material obligations to City, EDC or any Municipal Supported Entity whether or not such default has been cured; or (iii) has engaged in any frivolous litigation or made any frivolous claims against City as determined by a court, or has been found liable to the City for abuse of process or malicious prosecution with respect to claims against the ...
Transfer of Ownership Interest. 6.1 Except in accordance with this Contract, no Party shall assign, sell, transfer or otherwise dispose of all or any part of its Ownership Interest in the Joint Venture.
Transfer of Ownership Interest. (a) For purposes of this Section 8.2, “Restricted Owner” means (i) Developer and (ii) any Person who has a direct or indirect interest in Developer through one (1) or more intermediary entities other than any Person who would be a Restricted Owner due solely to that Person’s ownership of (x) a direct or indirect interest in a Publicly Traded Corporation or (y) less than a five percent (5%) direct or indirect interest in Developer. The covenants that Developer is to perform under this Agreement for the City’s benefit are personal in nature. The City is relying upon Developer, the Parent Company and its controlled Affiliates and all other Restricted Owners in the exercise of their respective skill, judgment, reputation and discretion with respect to the Project. Any Transfer by a Restricted Owner of (x) any direct ownership interest in Developer; or (y) any ownership interest in any Restricted Owner, other than a Transfer of any ownership interest in Parent Company, shall require the prior written consent of the City.
Transfer of Ownership Interest. Without the prior written consent of AWVMC, which consent may be withheld by AWVMC in its sole discretion, no holder of any capital stock or other ownership interest in Independent Contractor may sell, assign, give, pledge or otherwise transfer, whether voluntarily or by operation of law, any such capital stock or other ownership interest in Independent Contractor to any other person or entity, and any such sale, assignment, gift, pledge or transfer shall constitute a breach of this Agreement. Additionally, without the prior written consent of AWVMC, which consent may be withheld by AWVMC in its sole discretion, Independent Contractor may not cause or permit to be issued any additional equity or other ownership interest during the term of this Agreement, and any such issuance shall constitute a breach of this Agreement. In the event AWVMC consents to the sale, assignment, gift, pledge or other transfer of any such capital stock or ownership interest, or to the issuance of any additional equity or other ownership interest in Independent Contractor, then Independent Contractor shall obtain the written agreement and consent of any such person or entity to whom the interest shall be conveyed or issued to be bound by the provisions of this Section 12.3.
Transfer of Ownership Interest. Seller shall have the right to transfer its interest in Abengoa Vista Ridge, to any person which is a wholly owned Affiliate of either of the Seller Parties, which transfer will be subject to the approval of the Board of Directors of Abengoa Vista Ridge, which approval will not be unreasonably withheld, delayed or conditioned.
Transfer of Ownership Interest. (a) Upon signing of this Agreement, the Purchaser shall be designated the operator of the Mhakari Vanderbilt Properties in order that it may complete the exploration and development work required under Section 2.2, but it shall not receive any ownership interest in the Purchased Assets until the full satisfaction of the Purchase Price. Upon satisfying the Purchase Price in full:
(b) the Purchaser shall be granted an undivided eighty percent (80%) interest in the Mhakari Vanderbilt Properties;
(c) the Vendor shall file all Transfer Documents necessary to effect and record with the relevant government agencies the transfer of the ownership interest stipulated hereunder; and
(d) the parties shall forthwith enter into a joint venture (the "Joint Venture") with respect to the Mhakari Vanderbilt Properties in accordance with the provisions of Section 2.6 below.
Transfer of Ownership Interest. Without the prior written consent of Bank, which consent shall not be unreasonably withheld or delayed, no “Change of Control” shall occur. “Change of Control” means, (i) at any time prior to a public offering of Seller, the LSF Parties cease to collectively own, directly or indirectly, at least 50.01% of Seller and (ii) at any time after a public offering of Seller, any “person” or “group” other than the LSF Parties owns, directly or indirectly, more than 35% of Seller. For the avoidance of doubt, any public offering of Seller shall not be deemed a Change of Control.
