Acceptable Owner has the meaning ascribed to it in Exhibit “A”.
Acceptable Owner means any Person, when considered collectively with its Affiliates, that (a) has, or is a direct or indirect Subsidiary of a Person that has, a tangible net worth, assets under management or, to the extent its securities are publicly traded, equity value of at least $1,000,000,000 and (b)(i) is a Qualified Operator or (ii) has an Affiliate that is a Qualified Operator.
Acceptable Owner has the meaning provided in Exhibit B. “Acceptable Owner Criteria” has the meaning provided in Exhibit B.
Examples of Acceptable Owner in a sentence
Parties continuing to discuss details, i.e., City’s provisions requiring Major Proposed Transferees to meet City’s Acceptable Owner criteria (i.e., no felony convictions, bankruptcies in last 5 years, lawsuits against City in last 5 years, and the like).
Said information shall include information which shows that the transferee is an Acceptable Owner.
If the City Manager does not confirm that the Proposed Major Transferee does not meet the Acceptable Owner Criteria or disapproves a Transfer that is not a Permitted Transfer, the City Manager shall provide to Developer specific written, commercially reasonable reasons for such action.
If Owner shall fail to respond during such sixty (60) days, it shall be deemed to have consented to the proposed Transfer and/or proposed Sale of the Project in question, unless the proposed Transferee, Assignee or Master Subtenant thereunder does not satisfy the Acceptable Owner Criteria, in which case, Owner’s failure to respond shall be deemed conclusive disapproval of the proposed Transfer or Sale of the Project, as applicable.
The City Manager shall rely solely on the Proposed Major Transferee’s certification that the Proposed Major Transferee meets the Acceptable Owner Criteria (if a Permitted Transfer), along with the information provided by the Proposed Major Transferee and the results of any due diligence investigation performed by the City.
More Definitions of Acceptable Owner
Acceptable Owner means any individual, corporation or other entity which has, at a minimum, the following qualifications:
1. The proposed owner must possess the qualifications, good reputation and financial resources necessary for the ownership of the Project, according to the Trademark Sublicense AgreementAgreements and this Lease, in a manner consistent with the quality, reputation and economic viability of the Project .
2. The proposed owner shall have no outstanding material violations of any Governmental Requirement against the proposed owner, or any hotel or other property owned or managed by such proposed owner, or an Affiliate of such proposed owner, within Florida, which have remained uncured for more than ninety (90) days.
3. The proposed owner must not be owned, controlled or run by entities or individuals who have been convicted, or are presently under indictment, for felonies under the laws of any foreign or United States of America jurisdiction. But, the foregoing shall not apply to individuals or entities owning less than a ten (10%) percent equity interest in the proposed owner, other than officers, directors, managers or others who have the power to direct and control the business and affairs of the proposed owner.
4. The proposed owner must not (nor any of the individuals or entities who own at least a ten (10%) percent equity interest in the proposed owner or are officers, directors, managers or otherwise have the power to direct and control the business and affairs of the proposed owner) have filed or been discharged from bankruptcy, or have been the subject of an involuntary bankruptcy, reorganization or insolvency proceedings within the past five (5) years (bankruptcy filings by affiliates shall not disqualify a proposed owner, unless such affiliates are any of the individuals or entities described in the parenthetical immediately above).
5. The proposed owner must not in its charter or organizations documents (defined as the articles of incorporation and bylaws for any corporation, the partnership agreement and partnership certificate for any partnership, the trust agreement for any trust and the constitution of the relevant government for any governmental entity, but expressly excluding any statements, positions, actions or allegations not contained in such charter organizational documents) expressly advocate or have as its stated purpose: (a) the violent overthrow of or armed resistance against, the U.S. government; or (b) genocide or violence agai...
Acceptable Owner means (i) the Founding Equity Investors or (ii) any Person (1) that has (a) ratings from Xxxxx’x and S&P not less than the higher of (x) the then-current rating of the Borrower and (y) a rating of Baa2 from Xxxxx’x and BBB from S&P at the time that such Person acquires directly or indirectly more than 50% of the economic and voting interests of the Borrower and (b) demonstrated experience in the business of owning, managing and operating transmission facilities substantially similar to the Project or (2) if such Person does not meet the foregoing criteria, such Person is acceptable, at the time that such Person acquires directly or indirectly more than 50% of the economic and voting interests of the Borrower, to the Required Financing Parties.
Acceptable Owner means any of the following: (a) a Person (other than an individual), including any Person Controlled by such Person, with (i) a tangible net worth (as determined in accordance with GAAP) greater than or equal to $100,000,000, (ii) demonstrated experience in the business of owning, managing, and operating wind power generating facilities similar to the Project or a management agreement in place with a Person that possesses such experience, and (iii) a long-term unsecured indebtedness rating of at least BBB- from S&P, Fitch or KBRA or Baa3 from Xxxxx’x or BBB(low) from DBRS, or if more than one such rating agency rates the debt of such Person, such Person has ratings of not less than the foregoing ratings from at least two such rating agencies, or (b) a Person otherwise acceptable to the Required Holders, acting reasonably.
Acceptable Owner or “Acceptable Transferee” (or substantially equivalent terms), (ii) shall not be a “Disqualified Transferee” (or substantially equivalent term) and (iii) shall otherwise satisfy the other suitability requirements (including, without limitation, with respect to creditworthiness), in each case, applicable to Buyer in connection with the consummation of the transactions contemplated by this Agreement with respect to each agreement to which any member of the Company Group is party, to the extent set forth on Schedule 4.11 of the Disclosure Schedules.
Acceptable Owner means any individual, corporation or other entity which has, at a minimum, the following qualifications:
1. The proposed owner must possess the qualifications, good reputation and financial resources necessary for the ownership of the Project, according to the Trademark Agreements and this Lease, in a manner consistent with the quality, reputation and economic viability of the Project .
2. The proposed owner shall have no outstanding material violations of any Governmental Requirement against the proposed owner, or any hotel or other property owned or managed by such proposed owner, or an Affiliate of such proposed owner, within Florida, which have remained uncured for more than ninety (90) days.
3. The proposed owner must not be owned, controlled or run by entities or individuals who have been convicted, or are presently under indictment, for felonies under the laws of any foreign or United States of America jurisdiction. But, the foregoing shall not apply to individuals or entities owning less than a ten (10%) percent equity interest in the proposed owner, other than officers, directors, managers or others who have the power to direct and control the business and affairs of the proposed owner.
4. The proposed owner must not (nor any of the individuals or entities who own at least a ten (10%) percent equity interest in the proposed owner or are officers, directors, managers or otherwise have the power to direct and control the business and affairs of the proposed owner) have filed or been discharged from bankruptcy, or have been the subject of an involuntary bankruptcy, reorganization or insolvency proceedings within the past five (5) years (bankruptcy filings by affiliates shall not disqualify a proposed owner, unless such affiliates are any of the individuals or entities described in the parenthetical immediately above).
5. The proposed owner must not in its charter or organizations documents (defined as the articles of incorporation and bylaws for any corporation, the partnership agreement and partnership certificate for any partnership, the trust agreement for any trust and the constitution of the relevant government for any governmental entity, but expressly excluding any statements, positions, actions or allegations not contained in such charter organizational documents) expressly advocate or have as its stated purpose: (a) the violent overthrow of or armed resistance against, the U.S. government; or (b) genocide or violence against any persons; or ...
Acceptable Owner means any individual, corporation or other entity which has, at a minimum, the following qualifications:
1. The Proposed Major Transferee is not a Foreign Instrumentality other than a member country of the European Union, as existing on the Effective Date, United Kingdom, Canada, Norway, Switzerland and Mexico, or a Person Controlled by any of the foregoing countries.
2. The Proposed Major Transferee must not be owned, or Controlled by entities or individuals who have been convicted, or are presently under indictment, for felonies under the laws of any foreign or United States of America jurisdiction. But the foregoing shall not apply to individuals or entities owning less than a twenty percent (20%) equity interest in the proposed transferee, other than officers, directors, managers or others who have the power to direct and control the business and affairs of the proposed transferee.
3. The Proposed Major Transferee must not in its charter or organizational documents (defined as the articles of incorporation and bylaws for any corporation, the partnership agreement and partnership certificate for any partnership, the articles of organization and limited liability company operating agreement for any limited liability company, the trust agreement for any trust and the constitution of the relevant government for any governmental entity, but expressly excluding any statements, positions, actions or allegations not contained in such charter organizational documents) expressly advocate or have as its stated purpose: (a) the violent overthrow of or armed resistance against, the U.S. government; or (b) genocide or violence against any persons; or (c) discrimination, hatred or animosity toward persons based solely on their race, creed, color, sex or national origin.
4. The Proposed Major Transferee or an Affiliate of such Proposed Major Transferee Controlling such Proposed Major Transferee or Person with an ownership interest in such Proposed Major Transferee Controlling such Proposed Major Transferee, shall have had no violations of any applicable law against such Proposed Major Transferee, or any other property owned or managed by such Proposed Major Transferee, within Florida, which have resulted in a forfeiture of the Proposed Major Transferee’s entire interest in such other property.
5. The Proposed Major Transferee must not (nor any of the individuals or entities who own at least a twenty percent (20%) equity interest in such Proposed Major Transferee or ar...
Acceptable Owner means any of the following: (a) a Person (other than an individual), including any Person Controlled by such Person, with (i) a tangible net worth (as determined in accordance with GAAP) greater than or equal to $100,000,000, (ii) demonstrated experience in the business of owning, managing, and operating wind power generating facilities similar to the Project or a management agreement in place with a Person that possesses such experience, and (iii) a long-term unsecured indebtedness rating of at least BBB- from S&P, Fitch or KBRA or Baa3 from Moody’s or BBB(low) from DBRS, or if more than one such rating agency rates the debt of such Person, such Person has ratings of not less than the foregoing ratings from at least two such rating agencies, or (b) a Person otherwise acceptable to the Required Holders, acting reasonably.