Protected Sale definition
Protected Sale shall not include (1) transfers of a Contributed Property made in connection with a non-taxable Section 1031 transaction, non-taxable Section 1033 transaction or other non-taxable transaction (e.g., a contribution of a property to a operating partnership of a REIT in exchange for operating partnership units); or (2) transfers of a Contributed Property made pursuant to a foreclosure, deed in lieu of foreclosure, UCC sale or similar transfer for the benefit of creditors; provided however, that with respect to any such transfer of a Contributed Property pursuant to indebtedness that (i) is secured solely by such Contributed Property, (ii) is not subject to any guarantees or co-borrowers and (iii) is not otherwise cross-collateralized, the Company shall, to the extent that an Investor arranges for lender consent (as part of a forbearance agreement or otherwise) to the transfer of the Contributed Property to such Investor or its designee, transfer such Contributed Property to Investor or its designee on mutually acceptable terms.
Protected Sale means a sale of Shaw Shares in the public market by a Seller or Shareholder through a securities broker, dealer or marketmaker during the Window Period (defined below) at a gross price per share (without deduction of commissions, brokerage fees or other expenses of sale) ("Selling Price Per Share") that is less or more than the closing price of Shaw common stock on the New York Stock Exchange on March 23, 2001 ("Base Price Per Share").
Protected Sale means the sale of a Project in a taxable transaction within the Protected Period as set forth in Section 5.5.1; provided, however, a “Protected Sale” shall not include (i) transfers of a Property made in connection with a non-taxable Code Section 1031 transaction, a non-taxable Code Section 1033 transaction or other non-taxable transaction (e.g., a contribution of the Property to an operating partnership of a REIT in exchange for operating partnership units); or (ii) transfers of a Property made pursuant to a foreclosure, deed in lieu of foreclosure, UCC sale or similar transfer for the benefit of creditors; provided, however, that with respect to any such transfer of a Property pursuant to indebtedness that (a) is secured solely by such Property, (b) is not subject to any guarantees or co-borrowers, (c) is not otherwise cross-collateralized, the Company shall, to the extent that a Member that has contributed such Property arranges for lender consent (as part of a forbearance agreement or otherwise) to transfer of the Property to such Member or its designee, transfer such Property to such Member or its designee on mutually acceptable terms to the Company, such Member and the Blackstone Entity.