Permitted Change in Control means any acquisition or other transaction consummated on or prior to the 18-month anniversary of the Closing Date (the date of such consummation, the “Permitted Change in Control Effective Date”) by a person (such person, the “Permitted Acquiror”) that would otherwise constitute a Change in Control so long as:
Permitted Change in Control means any transaction which, but for the involvement of a Permitted Holder or an Affiliate of a Permitted Holder, would otherwise be a Change in Control.
Permitted Change in Control means any (x) (i) consolidation with, or merger of Licensee with or into any person or entity other than a Competitor; (ii) a Transfer or issuance of a controlling equity interests in licensee to any person or entity other than a Competitor; (iii) a sale of substantially all of the assets of Licensee to any person or entity other than a Competitor or (iv) any other transaction or related series of transactions, and as a result of a transaction set forth in (i), (ii), (iii) and (iv) above, one or more entities other than Competitors acquire control, directly or indirectly, of Licensee, or (y) any Competitor Change in Control to which Licensor consents.
Examples of Permitted Change in Control in a sentence
Borrower has no further right to enter into a Permitted Conditional Transfer pursuant to subsection (b) of the definition of Permitted Conditional Transfer or to enter into another “Operating Lease” pursuant to Section 5.2.10(g) of the Agreement or to allow a Permitted Change in Control pursuant to the definition thereof or Section 5.2.10(h).
Any direct or indirect Subsidiary of the Guarantor, any Permitted Change in Control Counterparty and any direct or indirect Subsidiary of a Permitted Change in Control Counterparty (each, a “Permitted Lessee”) shall have the right to become a “Lessee” under and pursuant to the terms of this Lease by complying with the provisions of this Section 28.
Upon the occurrence of a Change in Control, the Revolving Commitment shall be terminated, and all outstanding Obligations under the Loan Documents shall be repaid in full, together with any breakage fees as set forth in Section 2.8.5; for the avoidance of doubt a Permitted Change in Control shall not constitute a Change in Control.
Without limiting the foregoing, in the event of a Permitted Change in Control, this Agreement will remain in full force and effect.
Except as a result of a Permitted Change in Control, neither the Seller, the Distributor nor any Advisor shall assign its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, or by operation of law or otherwise) without the Program Agent’s and the Purchaser’s prior written consent.
More Definitions of Permitted Change in Control
Permitted Change in Control means any acquisition or other transaction consummated on or prior to the 18-month anniversary of the Closing Date (the date of such consummation, the “Permitted Change in Control Effective Date”) by a person (such person, the “ Permitted Acquiror”) that would otherwise constitute a Change in Control so long as:
Permitted Change in Control means the transfer of Control in the Developer to a 'related body ' as that term is defined in the Corporations Xxx 0000 (Cth).
Permitted Change in Control means (i) the acquisition by any Person of Beneficial Ownership of securities possessing more than 50% of the total combined voting power of SoftBank’s then outstanding securities; (ii) a Shareholder Transfer, provided that if a transferee acquires Beneficial Ownership of securities possessing more than 50% of the total combined voting power of the Company’s then outstanding securities subsequently ceases to be directly or indirectly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser), such loss of control by SoftBank shall constitute a Change in Control; (iii) any transfer of Shares by SVF to its limited partners pursuant to the terms of the limited partnership agreement constituting SVF; (iv) any Internal Reorganization; and/or (v) the grant of, or exercise of rights in relation to, any Share Security (other than a Distressed Share Sale).
Permitted Change in Control means, in connection with a Permitted Conditional Transfer pursuant to clause (b) of the definition thereof, the replacement of the Person that Controls Owner with PH REIT; provided, however, any Permitted Change in Control shall be subject to the following conditions precedent:
Permitted Change in Control means the transactions contemplated to occur on or about September 29, 2014 pursuant to the terms of that certain Stock Purchase Transaction Agreement, dated as of July 21, 2014, by and among the Borrower, OHA BDC Investor, LLC and Oak Hill Advisors, L.P., including, without limitation, (i) the replacement of a majority of the board of directors of the Borrower and (ii) the engagement of Oak Hill Advisors L.P. as the Borrower’s investment advisor.
Permitted Change in Control means any transaction or series of related transactions which otherwise may constitute a Change in Control in which (a) a Permitted Holder acquires, either directly or indirectly, through one or more holding companies, beneficial ownership of Equity Interests representing 50% or more of the Equity Interests in the Lead Borrower and either (b)(i) the Secured Net Leverage Ratio for the most recently ended Test Period, determined on a Pro Forma Basis after giving effect to such Permitted Change in Control, is no greater than 4.50:1.00 or (ii) a Ratings Event does not occur; provided that, in each case, the Person acquiring a majority of the Equity Interests in the Lead Borrower shall have delivered to the Term Loan Administrative Agent and the Term Lenders all customary information and documents required under applicable “know-your-customer” requirements under applicable Anti-Money Laundering Laws and the Beneficial Ownership Regulation. The Term Lenders hereby irrevocably authorize the Term Loan Administrative Agent to enter into any amendment to this Agreement or any other Loan Document as may be necessary or appropriate in order to effectuate technical amendments as may be necessary or appropriate in the reasonable opinion of the Term Loan Administrative Agent and the Lead Borrower in connection with a Permitted Change in Control.
Permitted Change in Control means any transaction which, but for the involvement of a Permitted Holder or an Affiliate of a Permitted Holder, would otherwise be a Change in Control. “Permitted Holder” means each of Xxxxxxx X. Xxxxxx XX and Xxxxxx Xxxxxx, any member of each of their respective immediate families, and each of their respective trusts, family limited partnerships or heirs. “Permitted Indebtedness” means, as applied to Borrower all Indebtedness other than the Obligations hereunder, whether such other Indebtedness is secured or unsecured, in an aggregate amount not to exceed at any one time $400,000,000.00, provided that no more than $300,000,000.00 in the original aggregate principal amount of such Indebtedness may have a stated maturity date prior to June 7, 2025. “Permitted Liens” means, as applied to any Property: (a) Liens securing Taxes (excluding any Lien imposed pursuant to any of the provisions of ERISA that would result in an Material Adverse Effect) or the claims of materialmen, mechanics, carriers, repairmen, warehousemen, or landlords or other like Liens, but which (1) are for amounts not yet due, or (2) which are being contested in good faith by appropriate proceedings and for which Borrower shall have set aside on its books adequate reserves with respect thereto in accordance with GAAP, provided that such contested claims shall not exceed an aggregate amount of $5,000,000.00; (b) Liens consisting of deposits or pledges made in the ordinary course of business in connection with, or to secure payment of, obligations under worker’s compensation, unemployment insurance, or similar legislation; (c) Liens constituting encumbrances in the nature of zoning restrictions, easements, and rights of way or restrictions of record on use of real property which do not materially detract from the value of such property or impair the use thereof in the business of Borrower; (d) Liens of record set forth in Schedule 1.1; (e) Liens created under the Loan Documents; (f) the rights of any Lessee or sublessee under any Lease to utilize any Collateral pursuant to the terms of a Lease, including, without limitation, any purchase option or other rights of a Lessee under a finance lease; (g) Liens arising in connection with legal or equitable proceedings against Borrower, which Borrower is contesting with diligence and good faith and which Liens do not have a Material Adverse Effect;