Transfers of Ownership Interests. Set forth in Schedule 4.4 is a list of all transfers or other transactions involving ownership interests in the Company. All such transfers by the Owner were made for valid business reasons and not in anticipation or contemplation of the consummation of the transactions contemplated by this Agreement.
Transfers of Ownership Interests. The following are optional modification templates that may be used in whole or in part to document various types of transfers, including those described in Lender Letter 17-12 (and any replacements thereto).
Transfers of Ownership Interests. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the membership interests, or a majority of the stock or other beneficial ownership interests in Tenant , or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, the provisions of Sections 13.2, 13.3, 13.4, and 13.5 shall not apply to the following: (i) the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange, or (ii) the transfer of Ownership Interests among the members of Tenant existing as of the Effective Date. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required, and the provisions of Sections 13.2, 13.3, 13.4, and 13.5 shall not be applicable with respect to (x) a sublease to an Affiliate of Tenant, or (b) an assignment of this Lease to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, so long as (i) such merger, consolidation, or transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has a Net Worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth (as applicable) of Tenant immediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. Tenant shall provide Landlord with prior notice of any such sublease or assignment and a true, correct and complete copy of the assignment or sublease agreement. In the event of any such assignment or sublease, Tenant will remain liable for the performance of all obl...
Transfers of Ownership Interests. (a) If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the membership interests, or the stock or other beneficial ownership interests in Tenant, or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, the provisions of this Article 9 shall not apply to (i) the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange, (ii) the transfer of Ownership Interests among the members of Tenant existing as of the Effective Date, (iii) the transfer of Ownership Interests to institutional or individual investors (including venture capital funding and corporate partners) which regularly invest in private biotechnology companies provided that such transfer of Ownership Interests does not result in a change of Control of Tenant, or (iv) a public offering of the stock of Tenant on a national securities exchange. For purposes of this Article 9, the term “Transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity.
Transfers of Ownership Interests. A Member may Assign all or any part of its Ownership Interest only with the written consent of the other Members, which consent may be withheld in the other Members' discretion. An Assignee will become a Substituted Member only if the other Members agree to such substitution, and only upon the Assignee's execution and delivery of a counterpart of this Agreement. Any Substituted Member admitted to the Company with the consent of the Members will succeed to all rights and be subject to all obligations of the Assigning Member with respect to the Ownership Interest Assigned.
Transfers of Ownership Interests. Dealer hereby agrees that all transfers of ownership interests in Dealer, all limitations on who may own Dealer, any obligation to identify the ownership interests in Dealer, and any issues pertaining to future acquisitions of dealers by Dealer's owner shall be governed by the applicable provisions of the Lithia Agreement, including, without limitation, Article 2 and Schedule D, and Articles 1 and 8 and Schedule E, as amended, and that Dealer shall not object to American Honda's enforcement of any of the provisions thereof.
Transfers of Ownership Interests. The Member may assign all or any part of its membership interest in the Company at any time (an assignee of such interest is hereinafter referred to as a “Permitted Transferee”). Concurrently with or after such assignment, a Permitted Transferee shall become a substituted Member automatically upon the execution and delivery to the Company by such Permitted Transferee of an amendment to this Agreement agreeing to accept the terms of this Agreement.
Transfers of Ownership Interests
