Controlling Interest Transfer definition

Controlling Interest Transfer shall have the meaning set forth in Section 5.2.10(e) hereof.
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Controlling Interest Transfer means a transfer by the Master Redeveloper of an Element Property to an entity in which a party other than the Master Redeveloper or an Affiliate has more than a fifty percent (50%) interest.
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Controlling Interest Transfer means any Transfer to any proposed Transferee that will result in such Transferee having the power to direct and Control, directly or indirectly, the business and affairs of Tenant.
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Examples of Controlling Interest Transfer in a sentence

  • After Closing, Buyer will complete a draft schedule (the “Allocation Schedule”) allocating the Purchase Price and Assumed Liabilities (plus other relevant items) to the Included Assets in accordance with the Allocation Laws (consistent with the information provided in the Controlling Interest Transfer Tax Form) and provide a copy to Sellers within sixty (60) days after the Closing Date.

  • This analysis will include (1) a fair market value determination regarding the Element Property subject to the Controlling Interest Transfer, and (2) without limitation, all Acquisition Costs, Stabilization Costs, Land Carrying Costs, Project Redevelopment Costs, and all other improvement costs allocated to the Element Property subject to the Controlling Interest Transfer.

  • At least ten (10) days before Closing, Buyer and Sellers shall agree upon an allocation of the Purchase Price to any real estate assets that are Included Assets for purposes of filing the Controlling Interest Transfer Tax Form.

  • Without the prior written consent of Lessor: (i) a majority of the voting stock of Lessee shall not be transferred by the owners of such stock as of the Effective Date, whether through one or more transactions (a "Controlling Interest Transfer"), (ii) Lessee shall not merge or consolidate with any other entity (a "Consolidation"), and (iii) Lessee shall not sell or otherwise transfer substantially all of its assets (an "Asset Sale").

  • All transfer, documentary, sales, use, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement, including without limitation any applicable New Jersey Controlling Interest Transfer Tax, shall be paid by Caliper.

  • The Phase Developer TIF Adjustment is based on IRR for a Controlling Interest Transfer and is not based on an annual cash on cost calculation or analysis on the Master Redeveloper’s development and operation of an Element, Phase or the Project.

  • The party that is not the subject of the Controlling Interest Transfer shall have the option, to be exercised at any time within six (6) months after the date of the Controlling Interest Transfer, to purchase the entire interest sold by the Selling Party.