Transfer of Ownership Interests. Except as otherwise allowable under the Mortgage, permit a change in the percentage ownership interest of the Persons owning the Borrower, unless the written consent of Lender is first obtained, which consent may be granted or refused in Lender’s sole discretion.
Transfer of Ownership Interests. Permit any Transfer of a direct or indirect ownership interest or voting right in Borrower (other than a Permitted Transfer).
Transfer of Ownership Interests. If Tenant is a partnership, then any event (whether voluntary, concurrent or related) resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by operation of law) of partners owning a controlling interest in Tenant (including each general partner), or any structural or other change having the effect of limiting the liability of the partners shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23. If Tenant is a corporation (or a partnership with a corporate general partner), then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger, consolidation or other reorganization of Tenant (or such corporate general partner), or the sale or transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a controlling interest of the capital stock of Tenant (or such corporate general partner), shall be deemed a voluntary assignment of this Lease subject to the provisions of this Section 23; provided, however, that this sentence shall not apply to corporations whose stock is traded through a national or regional exchange or over-the-counter market. If Tenant is a limited liability company, then any dissolution of Tenant or a withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23. In addition, a transfer of all or substantially all of the assets of Tenant, either by merger, consolidation, or otherwise shall be deemed to be an assignment which is subject to the provisions of this Section 23. Whether Tenant is a partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all or substantially all of Tenant’s assets, a change in Tenant’s name of which Landlord has not received prior notice, or a conversion into any other type of entity shall also be deemed a voluntary assignment of this Lease which is subject to the provisions of this Section 23.
Transfer of Ownership Interests. Except as otherwise expressly permitted by this Loan Agreement, Borrower shall not convey, transfer or assign any interest in the Mortgaged Property, or permit a change in any of the Equity Interests in Borrower (whether direct or indirect), except for a sale of the publicly traded stock of Stratus Properties Inc., or other Disposition, unless the written consent of the Lender is first obtained, which consent may be granted or refused in Lender’s sole discretion.
Transfer of Ownership Interests. If any Party (“Transferring Party”) shall desire to transfer (whether by sale, conveyance, assignment, lease, or otherwise) all or any portion of its Ownership Interest (the “Offered Interest”), it may only do so in a bona fide arm’s length transaction, subject to Articles 14.2.1, 14.2.2, 14.2.3, 14.2.4, and 14.2.5. Prior to making any such transfer, the Transferring Party shall give not less than forty-five (45) calendar days’ written notice to the other Parties, of the proposed transaction and the identity of the proposed purchaser(s). Any such transaction or transactions shall not be consummated until each of the other Parties has determined not to exercise its right of first refusal as set forth in this Article 14.2. Such notice shall fully disclose the terms of the proposed transaction or transactions. Upon receipt of such notice, each other Party shall have a right of first refusal to acquire the Offered Interest, upon the same terms and conditions that the Transferring Party and the proposed purchaser(s) have agreed upon. If each Party agrees to exercise its right of first refusal, each such Party shall acquire the Offered Interest in proportion to its respective Percentage prior to the proposed transfer. If a Party elects not to exercise its right of first refusal, the remaining Parties shall acquire the Offered Interest in proportion to their then existing Percentages. If only one Party elects to exercise its right of first refusal, it must acquire the entire Offered Interest by the Transferring Party. Within forty-five (45) calendar days following receipt of the notice from the Transferring Party, each of the other Parties shall give written notice to the Transferring Party stating whether or not it elects to acquire the Offered Interest (the “Return Notice”). A failure to give the Return Notice shall be deemed to be an election not to acquire such interest. If a Party or Parties elects or elect to exercise its or their rights to acquire such interest, the Transferring Party and such Party or Parties as soon as practicable, shall execute such instruments as may be necessary and appropriate to effectuate such sale, conveyance, transfer, assignment, lease, or other disposition, as the case may be, to such Party or Parties, free and clear of all liens, security interests, charges, claims, and other encumbrances for which the Transferring Party, as between the Parties, is responsible, including the indenture(s) of the Transferring Party.
Transfer of Ownership Interests. Permit any transfer of the ownership interests or stock of Guarantor or change in management of Guarantor that would violate any covenant of the Loan Agreement.
Transfer of Ownership Interests. Except for Permitted Transfers, permit a change in the percentage ownership interest of the Persons owning the Borrower, unless the written consent of Lender is first obtained, which consent may be granted or refused in Lender’s sole discretion. Notwithstanding anything to the contrary in this Agreement or other applicable Loan Document, provided that no Event of Default then exists, transfers of direct and/or indirect equity interests in Borrower shall be permitted without the prior written consent of Lender (“Permitted Transfers”), provided:
(a) other than in connection with a transfer, conveyance or pledge of a direct interest in a Qualified Equity Holder, and except (i) as may be otherwise prohibited by applicable law or (ii) for a transfer or transfers of publicly traded stock, and any issuance of stock to the public, which is the subject of or is exempt from filing(s) with the U.S. Securities and Exchange Commission, Borrower shall provide not less than ten (10) days prior written notice to Lender; and
(b) no such transfer shall result in a Change of Control. For the avoidance of doubt, equity transfers of interests in Borrower among Affiliates of Guarantor shall be permitted without the consent of Lender subject to the other terms set forth herein
Transfer of Ownership Interests. Permit a change in the ownership interests of Borrower, unless the written consent of Mezzanine Lender is first obtained, which consent may be granted or refused in Mezzanine Lender's sole discretion.
Transfer of Ownership Interests. Permit any Transfer to occur, other than a Permitted Transfer. Notwithstanding the foregoing, in the event that Borrower desires to transfer all of the Mortgaged Property to another party (the “Transferee Borrower”) and have the Transferee Borrower assume all of the Borrower’s obligations under the Loan Documents, and have replacement guarantors and indemnitors assume all of the obligations of Guarantor under the Loan Documents from and after such transfer (collectively, a “Transfer and Assumption”), the Borrower may make a written application to Lender for Lender’s consent to the Transfer and Assumption, subject to the conditions set forth below in this Section; provided that no more than one Transfer and Assumption shall be permitted during the term of the Loan. Together with such written application, Borrower shall pay to Lender the reasonable review fee then required by Lender. Borrower also shall pay on demand all of the reasonable costs and expenses incurred by Lender, including reasonable attorneys’ fees and expenses, and including the fees and expenses of Rating Agencies and other outside entities, in connection with considering any proposed Transfer and Assumption, whether or not the same is permitted or occurs. Lender may grant or withhold its consent to a Transfer and Assumption in its reasonable discretion. Completion of any Transfer and Assumption shall be subject, in addition to such other conditions as Lender reasonably may determine to impose, to satisfaction of the following conditions:
(i) No Default or Event of Default shall have occurred and be continuing at the time of the proposed Transfer and Assumption;
(ii) Borrower shall have submitted to Lender true, correct and complete copies of information and documents reasonably requested by Lender concerning the Mortgaged Property, the Transferee Borrower and any replacement guarantors and indemnitors;
(iii) Evidence satisfactory to Lender shall have been provided showing that the Transferee Borrower and such of its Affiliates as shall be designated by Lender comply with Article VIII, as those provisions may be modified by Lender taking into account the ownership structure of Transferee Borrower and its Affiliates;
(iv) If a Securitization has occurred, Borrower shall have obtained (and delivered to Lender) a Rating Confirmation with respect to the Transfer and Assumption and all related transactions;
(v) The identity, experience, and financial condition of the Transferee Borrower and the r...
Transfer of Ownership Interests. Cause, make, suffer, permit or consent to any sale, assignment or transfer of any ownership or other interest in Borrower or any right thereto, except that GSI or any direct or indirect subsidiary of GSI that is a direct or indirect parent of Borrower (a "Specified GSI Subsidiary") may sell securities of a specified GSI Subsidiary in a transaction which does not result in the loss of control of such Specified GSI Subsidiary by GSI or a Specified GSI Subsidiary, as the case may be ("loss of control" includes the sale or other transfer of more than 49% of the Equity Securities of such Specified GSI Subsidiary or the rights thereto, and the loss of the voting power on the board of directors required to control such Specified GSI Subsidiary). As used herein, the transfer of an ownership interest in Borrower shall include direct and indirect transfers, including sale of stock or ownership interests or rights thereto in any entity which has a direct ownership interest in Borrower; provided that the provisions of this sentence shall not be applicable to the transfer of stock or ownership interests or rights thereto in GSI or any corporation the securities of which are publicly held.
