Mergers, Reorganizations and Equity Transfers Sample Clauses

Mergers, Reorganizations and Equity Transfers. Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.
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Mergers, Reorganizations and Equity Transfers. The Company acknowledges that any mergers, reorganizations or consolidations of the Company may cause the Project to become ineligible for negotiated fees in lieu of taxes under the Act absent compliance by the Company with the Transfer Provisions; provided that, to the extent provided by Section 00-00-000 of the Act or any successor provision, any financing arrangements entered into by the Company with respect to the Project and any security interests granted by the Company in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Agreement to the contrary, it is not intended in this Agreement that the County shall impose transfer restrictions with respect to the Company or the Project as are any more restrictive than the Transfer Provisions.
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Mergers, Reorganizations and Equity Transfers. Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project that are any more restrictive than the Transfer Provisions. The County hereby approves in advance the sale or other transfer of equity in the Company to any third party during the term of this Fee Agreement and agrees that any such sale or transfer of equity shall not alter the terms of this Fee Agreement with respect to the Company.
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Mergers, Reorganizations and Equity Transfers. Each of the Company and any Sponsor Affiliates acknowledges that any mergers, reorganizations or consolidations of the Company and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Company and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 12-44- 120 of the FILOT Act or any successor provision, any financing arrangements entered into by the Company or any Sponsor Affiliates with respect to the Project and any security interests granted by the Company or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Company, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions. The County hereby approves in advance the sale or other transfer of equity in the Company or any Sponsor Affiliate to any third party during the term of this Fee Agreement and agrees that any such sale or transfer of equity shall not alter the terms of this Fee Agreement with respect to the Company. The Company shall provide written notice to the County within 60 days of such sale or transfer.
Sample 1
Mergers, Reorganizations and Equity Transfers. ‌ Each of the Companies and any Sponsor Affiliates acknowledge that any mergers, reorganizations or consolidations of the Companies and such Sponsor Affiliates may cause the Project to become ineligible for negotiated fees in lieu of taxes under the FILOT Act absent compliance by the Companies and such Sponsor Affiliates with the Transfer Provisions; provided that, to the extent provided by Section 00-00-000 of the FILOT Act or any successor provision, any financing arrangements entered into by the Companies or any Sponsor Affiliates with respect to the Project and any security interests granted by the Companies or any Sponsor Affiliates in connection therewith shall not be construed as a transfer for purposes of the Transfer Provisions. Notwithstanding anything in this Fee Agreement to the contrary, it is not intended in this Fee Agreement that the County shall impose transfer restrictions with respect to the Companies, any Sponsor Affiliates or the Project as are any more restrictive than the Transfer Provisions.
Sample 1

Related to Mergers, Reorganizations and Equity Transfers

  • PERMITTED TRANSACTIONS The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

  • Business Combinations The Company will not consummate a Business Combination with any entity that is affiliated with any Insider unless (i) the Company obtains an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the Business Combination is fair to the Company from a financial point of view and (ii) a majority of the Company’s disinterested and independent directors (if there are any) approve such transaction.

  • Acquisitions Acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material individually or in the aggregate, to its business, taken as a whole;

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