Transfers of Equity Interests in Borrower. No direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person, unless the following conditions are satisfied:
Transfers of Equity Interests in Borrower. (a) Except as set forth in clause (b) of this Section 2.3, no direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person prior to the first anniversary of the Closing Date. From and after the first anniversary of the Closing Date, no direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person, unless the following conditions are satisfied:
Transfers of Equity Interests in Borrower. (a) No direct equity interests in Mortgage Borrower shall be conveyed or otherwise transferred to any Person under any circumstances. No direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person without Lender’s approval (in its sole discretion), except in connection with a foreclosure by any Additional Mezzanine Lender under the Additional Mezzanine Loan Documents, or unless the following conditions are satisfied:
Transfers of Equity Interests in Borrower. Borrower shall not issue any new equity interests of Borrower or permit any transfers of the equity interests of Borrower that would result in a Change of Control unless such new or transferred equity interests (other than any equity interests held by or issued to Aion Mining LLC) are pledged to Lender pursuant to a pledge agreement in form and content satisfactory to Lender in its sole discretion as security for the Loan.
Transfers of Equity Interests in Borrower. (a) No direct or indirect equity interests in Borrower or Operating Lessee shall be conveyed or otherwise transferred to any Person prior to the first anniversary of the Closing Date. From and after the first anniversary of the Closing Date, provided that no Event of Default is continuing, transfers (but not pledges, except as permitted under Section 7.1(f)) of direct and indirect equity interests in Borrower and Operating Lessee shall be permitted upon 10 days advance written notice thereof to Lender, provided that:
Transfers of Equity Interests in Borrower. (a) No direct equity interests in Borrower or Aspen International Co., Ltd., a Thai limited company, shall be conveyed or otherwise transferred to any Person under any circumstances, except in connection with the creation of one or more Mezzanine Loans subject to the requirements of the Cooperation Agreement. Except as set forth in Section 2.3, no indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person, unless the following conditions are satisfied (in which case such indirect equity interests may be conveyed or otherwise transferred):
Transfers of Equity Interests in Borrower. No direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person unless the following conditions are satisfied: (i) With respect to any transferee that, as a result of such transfer, will hold 10% or more of the direct or indirect interest in Borrower or will control, Borrower, Lenders standard “know-your-customer” requirements shall have been satisfied. Lender shall use diligent and commercially reasonable efforts to complete its “know your customer” diligence within 30 days after receiving the information necessary to do so. (ii) No Prohibited Change of Control, Prohibited Equity Pledge or Prohibited Preferred Equity shall occur or exist as a result thereof; (iii) If any such conveyance or transfer results in Borrower ceasing to be Ownership Controlled by Sponsor (and in connection with each subsequent conveyance or transfer that again changes the identity of the Qualified Equityholder that Ownership Controls Borrower), then each of the following conditions shall be satisfied: (1) no Event of Default or monetary Default shall be continuing, (2) Borrower shall have paid to Lender a transfer fee in an amount equal to 0.5% of the Principal Indebtedness at the time of such conveyance or transfer, and (3) a Person satisfactory to Lender in its sole 47 [AM_ACTIVE 400655008_12]
Transfers of Equity Interests in Borrower. (a) No direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person, unless the following conditions are satisfied: (i) with respect to any transferee that, as a result of such transfer, will hold more than a 5% direct or indirect interest in, or control, Borrower, Lender’s standard “know-your-customer” requirements shall have been satisfied (provided, that (x) from and after the date on which the initial Lender does not own any interest in the Loan, the foregoing 5% threshold shall be 10%, (y) transfers of stock on a nationally recognized public exchange shall not be subject to any “know-your-customer” requirements and (z) no such “know-your-customer” requirements shall apply to any Person who has previously satisfied Lender’s “know-your- customer” requirements in connection with the Loan; (ii) no Prohibited Change of Control, Prohibited Equity Pledge or Prohibited Preferred Equity shall occur or exist as a result thereof; (iii) other than as provided in clause subsection (b) below, if any such conveyance or transfer results in Borrower ceasing to be Controlled by Sponsor and in connection with each subsequent conveyance or transfer that again changes the identity of the Qualified Equityholder that Controls Borrower, then each of the following conditions shall be satisfied: (1) no Event of Default or monetary Default shall be continuing, (2) Borrower shall have paid to Lender a transfer fee in an amount equal to 0.25% of the Principal Indebtedness at the time of such conveyance or transfer, and (3) a Person satisfactory to Lender in its sole discretion shall have assumed all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender (and upon such assumption by such Person, Sponsor and any other such guarantor shall be released on a forward-looking basis from such obligations, liabilities, guarantees and indemnities); (iv) if such conveyance or transfer results in any Person acquiring more than 49% of the direct or indirect equity interest in any Required SPE (even if not constituting a Prohibited Change of Control), where prior to such conveyance or transfer such Person did not own more than 49% of the direct or indirect equity interest in any Required SPE Borrower shall have delivered to Lender with respect to such Person a new non-consolidation opinion that in Lender’s reasonable judgment satisfies the then-...
Transfers of Equity Interests in Borrower. (e) No direct or indirect equity interests in Borrower (other than publicly traded shares of Sponsor or transfers of direct or indirect interest in Xxxxxxx Ownership Company, LLC to the extent permitted under Section 2.3(b)(iii)) shall be conveyed or otherwise transferred to any Person prior to the later of (x) the first anniversary of the Closing Date and (y) the date on which the Capital Plan has been substantially completed (as determined by Lender in its reasonable discretion). From and after the first anniversary of the Closing Date, provided that no Event of Default is continuing, transfers (but not pledges, except as permitted under Section 7.1(f)) of direct and indirect equity interests in Borrower shall be permitted upon 10 days advance written notice thereof to Lender, provided that:
