Transfer of Ownership Interests definition

Transfer of Ownership Interests means, with respect to any Person, any: (a) direct or indirect sale, assignment, disposition, conveyance, gift, pledge or other transfer, in whole or in part, of any Ownership Interests in such Person or any Parent Companies of such Person; (b) merger, consolidation, reorganization or other restructuring of such Person or any Parent Companies of such Person; or (c) issuance of additional Ownership Interests in such Person or any Parent Companies of such Person that would have the effect of diluting voting rights or beneficial ownership of the Ownership Interests in such Person or any Parent Companies of such Person, in each case whether voluntary, involuntary, by operation or law or otherwise (including as a result of any divorce, bankruptcy or dissolution proceedings, by declaration of or transfer in trust, or under a will or the laws of intestate succession).
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Transfer of Ownership Interests means any: (a) direct or indirect sale, assignment, disposition, conveyance, gift, pledge or other transfer, in whole or in part, of any Ownership Interests in Owner or any Parent Companies of Owner, if any; (b) merger, consolidation, reorganization or other restructuring of Owner or any Parent Companies of Owner, if any; or (c) issuance of additional Ownership Interests in Owner or any Parent Companies of Owner, if any, that would have the effect of diluting voting rights or beneficial ownership of the Ownership Interests in Owner or any Parent Companies of Owner, in each case whether voluntary, involuntary, by operation or law or otherwise (including as a result of any divorce, bankruptcy or dissolution proceedings, by declaration of or transfer in trust, or under a will or the laws of intestate succession.
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Examples of Transfer of Ownership Interests in a sentence

  • The Parties agree that, to the extent necessary, all Assignments (including deemed Assignments) or Transfer of Ownership Interests will be subject to the requirements of the Gaming Authorities, which may include prior approval of such Assignments (including any deemed Assignment) or Transfer of Ownership Interests, and any attempted Assignment (including any attempted deemed Assignment) or Transfer of Ownership Interests in violation of such requirements shall be void and of no force or effect.

  • Any Change of Control of Tenant shall be deemed an Assignment for purposes of this Article XI (whether or not the same is deemed an assignment of the Lease pursuant to the provisions thereof) (it being understood that any Transfer of Ownership Interests in Tenant that does not constitute a Change of Control of Tenant shall not be deemed an Assignment).

  • Any attempted Assignment (including any attempted deemed Assignment) or Transfer of Ownership Interests in violation of the preceding portion of this Section 11.3.1 shall be void and of no force or effect and shall constitute an Event of Default by Lease Guarantor governed by the terms of Section 16.1.

  • Except as otherwise expressly permitted in this Article XI, Lease Guarantor may not cause, permit or suffer (x) an Assignment, in whole or in part, directly or indirectly, of any of Lease Guarantor’s right, title and interest in and to (or of any of its obligations under) this Agreement or (y) any Transfer of Ownership Interests in Lease Guarantor, in each case without the prior express written consent of Landlord.

  • Such right of termination shall be exercisable until the date which is of ninety (90) days after Manager receives written notice of such an Assignment, Transfer of Ownership Interests or Change of Control from Owner.

  • Any Transfer of Ownership Interests in Franchisee or a Control Affiliate that will result in a Transfer of Control of Franchisee or any Control Affiliate (as determined by Franchisor) will be subject to Section 17.2.

  • Owner shall provide prompt written notice to Manager of (a) any Assignment, Transfer of Ownership Interests, Change of Control or Managed Facilities Transfer, in each case both at the time of execution of any definitive agreement with respect thereto and at the time of the consummation of such transaction or (b) receipt of notice of any breach under the Ground Lease or any termination notice delivered under the Ground Lease, in each case including a copy of the relevant notice.

  • Section 6.1. Negative Covenants 100 Section 6.2. Transfer of Ownership Interests 102 Section 7.1. Event of Default 104 Section 7.2. Remedies.

  • Notwithstanding anything contained herein to the contrary, there shall be no liability on the part of DigitalBridge or any of its Affiliates to any Wafra Participation Entity if a proposed Transfer of Ownership Interests pursuant to this Section 8(a) is not consummated for any reason, except as otherwise set forth in the definitive documentation related thereto.

  • Section 11.01 No Assignment by Servicer; No Transfer of Ownership Interests in Servicing Rights.

Related to Transfer of Ownership Interests

  • Transfer of ownership Includes, but is not limited to, the conveyance of a Mortgaged Property, whether legal or equitable, voluntary or involuntary, by any of the following methods:

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Membership Interests has the meaning set forth in the recitals.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Continuing ownership interest means ownership of or entitlement to more than twenty five per cent of shares or capital or profits of the company;

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Deportation or forcible transfer of population means forced displacement of the persons concerned by expulsion or other coercive acts from the area in which they are lawfully present, without grounds permitted under international law;

  • Certificate of ownership means a paper or an electronic

  • Ownership Interest As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • transfer of funds means any transaction at least partially carried out by electronic means on behalf of a payer through a payment service provider, with a view to making funds available to a payee through a payment service provider, irrespective of whether the payer and the payee are the same person and irrespective of whether the payment service provider of the payer and that of the payee are one and the same, including:

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Transfer of Control means an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Transfer of Technology means dissemination and transfer of all forms of commercially usable knowledge such as transfer of know-how, skills, technical expertise, designs, processes and procedures, trade secrets, which enables the acquirer of such technology to perform activities using the transferred technology independently. (Matters of interpretation of this term shall be referred to the Registration Committee constituted by the Department for Promotion of Industry and Internal Trade, and the interpretation of the Committee shall be final.)