Interest Transfer definition

Interest Transfer means if Tenant is a corporation, trust, partnership, limited liability company or other entity, (i) the transfer of a Controlling Interest or a majority of the voting stock, beneficial interest, partnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) or (ii) the sale, mortgage, hypothecation, or pledge of more than 50% of Tenant’s net assets. A “Controlling Interest” means the effective control over the management of such entity.

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Interest Transfer means the transfer of all membership interests in Exchange Borrower to SCCP or another entity indirectly wholly owned and controlled by City Office, as evidenced by an instrument executed by the transferor(s) and the required transferee (a fully-executed copy of which instrument shall have been delivered to Lender), and the reaffirmation by Borrower of its obligations under the Loan Documents and the Environmental Indemnity and by Liable Party of its obligations under the Guaranty and the Environmental Indemnity, all in a manner reasonably satisfactory to Lender, subject to the conditions that (i) prior to the transfer, Borrower provides to Lender a new organizational chart reflecting the Interest Transfer that is reasonably acceptable to Lender, (ii) at Lender’s election, prior to the transfer, Borrower obtains current searches on the entities on such organizational chart as requested by Lender, the results of which searches are reasonably acceptable to Lender, (iii) concurrently with such transfer, Borrower’s operating agreement is replaced with an Amended and Restated Limited Liability Company Agreement in the form attached hereto as Exhibit E, (iv) prior to the transfer, Borrower shall have provided to Lender copies of the organizational documents of the transferee and of the entities that Control such transferee, which organizational documents shall be reasonably acceptable to Lender (including, without limitation, if SCCP is the transferee, a modification of SCCP’s purpose as set forth in its limited partnership agreement to allow SCCP’s ownership of all of the membership interests in Borrower), and (v) following any such transfer, the Borrower shall continue to be able to make the representations and warranties set forth in Section 4.1.2 (Litigation), Section 4.1.5 (No Plan Assets), Section 4.1.25 (Foreign Person), Section 4.1.28 (Non-Relationship), Section 4.1.29 (US Patriot Act), Section 4.1.30 (Criminal Acts), and Section 4.1.31 (No Defaults) of this Agreement and all other representations set forth in the Loan Documents and Environmental Indemnity made by “Borrower”.

Interest Transfer as described in Section 2.4.

Examples of Interest Transfer in a sentence

The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to the Mortgage Loan Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).
In no event shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period.
The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).
During the RR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.
The Purchaser intends to transfer the RR Interest to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. (“MSBNA”), Bank of America, National Association and ▇▇▇▇▇ Fargo Bank, National Association pursuant to the RR Interest Transfer Agreement, dated as of the date hereof (the “RR Interest Transfer Agreement”), between the Depositor, MSBNA, Bank of America, National Association and ▇▇▇▇▇ Fargo Bank, National Association.
The purchase price for the Mortgage Loans shall be a combination of (i) the portion of the VRR Interest transferred to the Mortgage Loan Seller pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible).
In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period.
During the VRR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Class VRR Certificates held by it in the VRR Interest Safekeeping Account.
In no event shall a Risk Retention Certificate be held as a Global Certificate during the applicable RR Interest Transfer Restriction Period.
In no event shall a Certificate evidencing the RR Interest be held as a Global Certificate during the RR Interest Transfer Restriction Period.

More Definitions of Interest Transfer

Interest Transfer has the meaning given to it in clause 14(a). Equity Proportions means, in relation to a Shareholder, the proportion (expressed as a percentage) of the Shares held by that Shareholder in relation to the total number of Shares on issue at that time (including the Shares held by that Shareholder). Excluded Information means information that: (a) is already in the public domain other than as a result of a breach of this Agreement or a breach by any person of an obligation of confidence; (b) was made available to a party by a third-party with no connection to the Company, any Shareholder, or any of their respective Representatives, and the disclosure of such information to that party was not in breach of any obligation of confidence in respect of such information to the Company, any Shareholder, any other party to this Agreement or any of their respective Affiliates or Representatives; or (c) is in the possession of a party and is developed by that party independently of any information provided by the Group, any Shareholder who is not that party, or any of their respective Affiliates or Representatives. Expenditure means all costs and expenditure incurred by or on behalf of the Group in connection with Operations, including (without limitation): (a) outgoings in relation to the Permit Area; (b) administrative overheads, duties and expenses, development, exploration and production expenditure; and (c) Expenditure on or in connection with the Group Assets or under the relevant JOA. Expert has the meaning given to it in clause of 1(a) of Schedule 2. Exploration has the meaning given to that term in the relevant JOA. Exploration Permit has the meaning given to that term in the Petroleum Act. Fair Market Value means the Fair Market Value of the Shares determined in accordance with Schedule 2. Falcon means Falcon Oil & Gas Australia Limited (ABN 53 132 857 008). Farm-in Agreement means the farmin agreement dated 2 May 2014 between TB2 (then Origin B2 Pty Ltd) and Falcon (as amended). Financial Quarter means each of the following periods: (a) 1 January to 31 March; (b) 1 April to 30 June; (c) 1 July to 30 September; and (d) 1 October to 31 December, or such other periods as may be determined by the Board. FSDA Agreed Well Schedule is set out in Annexure ▇.

Interest Transfer means, with respect to a Member, (a) a Transfer of all of or any portion of such Member's Membership Interest or (b) a Change in Control with respect to such Member.

Interest Transfer has the meaning set forth in Section 9.1(a).

Interest Transfer means any sale, assignment, gift, hypothecation, pledge or other disposition, whether voluntary or by operation of law, of an Interest or any portion thereof, or an interest in the profits and losses of and/or distributions by the Company, and shall include any change in control of any Member. The admission of any new Member, whether as a result of the exercise by any Person of any Option or Warrant in accordance with Section 6.04 of the Operating Agreement or the result of the admission of a new Member to the Company pursuant to Section 6.01 of the Operating Agreement shall not constitute an Interest Transfer.

Interest Transfer has the meaning for such term set forth in Section 3.2(b)(i).

Interest Transfer means if Tenant is a corporation, trust, partnership, limited liability company or other entity, (a) the transfer of a Controlling Interest in the voting stock, beneficial interest, partnership interests, membership interests or other ownership interests therein (whether at one time or in the aggregate) or (b) the sale, mortgage, hypothecation, or pledge of more than 25% of Tenant’s net assets. Notwithstanding the foregoing, if Tenant is a publicly traded company, no change of stock ownership of Tenant shall constitute an Interest Transfer. A “Controlling Interest” means the effective control over the management of such entity.