Common use of Change of Control/Change in Management Clause in Contracts

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or (iii) If the Parent shall cease for any reason to be the general partner of the Borrower.

Appears in 2 contracts

Sources: Term Loan Agreement (Regency Centers Lp), Credit Agreement (Regency Centers Lp)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.035% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors Trustees of the Parent (together with any new directors trustees whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director trustee whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)Trustees) cease for any reason to constitute a majority of the Board of Directors Trustees of the Parent then in office; or (iii) If the Parent shall cease to own and control, directly or indirectly, at least 80% of the outstanding Equity Interests of the Borrower; (iv) the Parent, or any Wholly Owned Subsidiary of the Parent, shall cease for any reason to be the general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 2 contracts

Sources: Term Loan Agreement (First Potomac Realty Trust), Revolving Credit Agreement (First Potomac Realty Trust)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.050.0% of the total voting power of the then outstanding voting stock of the Parent;Borrower; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors Trustees of the Parent Borrower (together with any new directors trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Borrower was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director trustee whose initial nomination for, or assumption of office as, a director trustee occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors trustees by any person or group other than a solicitation for the election of one or more directors trustees by or on behalf of the Board of Directors)Trustees) cease for any reason to constitute a majority of the Board of Directors Trustees of the Parent Borrower then in office; or (iii) If the Parent shall cease for any reason to be the general partner of the Borrower.

Appears in 2 contracts

Sources: Credit Agreement (Washington Real Estate Investment Trust), Credit Agreement (Washington Real Estate Investment Trust)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or (iii) If the Parent shall cease for any reason to own and control, directly or indirectly, at least 60.0% of the outstanding Equity Interests in the Borrower; or (iv) the Parent or a Subsidiary of the Parent shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Ashford Hospitality Trust Inc)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or (iii) If the Parent shall cease for any reason to own and control, directly or indirectly, at least 60.0% of the outstanding Equity Interests of the Borrower; or (iv) the Parent or a Wholly Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Ashford Hospitality Trust Inc)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.033% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or (iii) If The Parent or a Wholly Owned Subsidiary of the Parent shall cease for any reason to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 1 contract

Sources: Revolving Credit Agreement (Piedmont Office Realty Trust, Inc.)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.033% of the total voting power of the then outstanding voting stock of the Parent; (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; or (iii) If The Parent or a Wholly Owned Subsidiary of the Parent shall cease for any reason to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 1 contract

Sources: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% of the total voting power of the then outstanding voting stock of the Parent;; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority two-thirds of the Board of Directors of the Parent then in office; or (iii) If the Parent shall cease for any reason to own and control, directly or indirectly, at least 90% of the total voting power of the then outstanding Equity Interests of the Borrower; or (iv) the Parent or a Wholly Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower.

Appears in 1 contract

Sources: Credit Agreement (Excel Trust, Inc.)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”))other than PSA, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% twenty-five percent (25.0%) of the total voting power of the then outstanding voting stock of the Parent;Borrower; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month 12-month period constituted the Board of Directors of the Parent Guarantor (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent Guarantor then in office; or (iii) If the Parent shall cease for any reason to be the general partner of the Borrower.

Appears in 1 contract

Sources: Revolving Credit Agreement (Ps Business Parks Inc/Ca)

Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934Act, as amended (the “Exchange Act”))other than PSA, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35.0% twenty-five percent (25.0%) of the total voting power of the then outstanding voting stock of the Parent;Borrower; or (ii) During any period of 12 consecutive months ending after the Agreement Date, individuals who at the beginning of any such 12‑month period constituted the Board of Directors of the Parent Guarantor (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)) cease for any reason to constitute a majority of the Board of Directors of the Parent Guarantor then in office; or (iii) If the Parent shall cease for any reason to be the general partner of the Borrower.

Appears in 1 contract

Sources: Revolving Credit Agreement (Ps Business Parks Inc/Ca)