Equity Transfers Sample Clauses

Equity Transfers. Notwithstanding anything to the contrary contained herein, PSLT-ALS Holdings' consent shall not be required in connection with any of the following (each, an "Equity Transfer"): (i) an initial public offering of Guarantor or any Parent or any other equity owner of Guarantor or similar equity sale transaction targeted to raise capital for Guarantor or any Parent or other equity owner of Guarantor, or (ii) any direct or indirect equity transfer in Guarantor of less than fifty percent (50%) of the ownership interest, excluding any Permitted Management Incentive Program from such calculation, provided that, in each case, the current shareholders of Guarantor which control the management of Guarantor as of the date hereof continue to control the management of Guarantor following any such Equity Transfer.

Equity Transfers. Notwithstanding anything to the contrary contained herein, PSLT-BLC Holdings' consent shall not be required in connection with any of the following (each, an "Equity Transfer"): (i) an initial public offering of Guarantor or similar equity sale transaction targeted to raise equity capital for Guarantor, or (ii) any direct or indirect transfer of less than fifty percent (50%) of the ownership interest in (x) Guarantor or (y) Fortress, excluding any Permitted Management Incentive Program from such calculation, provided that, in the case of an Equity Transfer contemplated by clause (ii), the current equity holders of Guarantor or Fortress, as the case may be, which control Guarantor or Fortress, as the case may be, as of the date hereof continue to control Guarantor or Fortress, as the case may be, following any such Equity Transfer.

Equity Transfers. (a) Subject to the pledges and transfers contemplated by the Security Documents, each Shareholder agrees that it will not make any Transfer other than any Transfers that: (i) are carried out in accordance with and subject to the conditions set forth in this Agreement, (ii) do not and would not result in a Change of Control Event, and (iii) are made to a transferee that, concurrently with becoming a Shareholder hereunder, delivers Required Equity Support, in each case in a form and from an Equity Guarantor or an entity that is acceptable to the Global Administrative Agent (acting at the instruction of all of the Senior Lenders), provided that any Required Equity Support or other equity support pursuant to Section 6.1(iii) (Equity Transfers) shall only be required if any Guaranteed Obligations of such Shareholder remain outstanding. (b) Subject to the pledges and transfers contemplated by the Security Documents, the Borrower agrees that it shall not issue any new Equity Interests, except in accordance with the conditions set forth in this Agreement, the other Finance Documents and the Concession Agreement.

Equity Transfers. Duly prepare, execute and valid documents of transfer in relation to the Sale Equity, such transfers to be in favor of the Purchaser, and paid the stamp duties for the transfer of equity as required by relevant laws and regulations.

Equity Transfers. (a) Borrower shall not engage in or permit the Transfer any direct or indirect, legal or beneficial ownership interest in any Loan Party without the prior written consent of Agent. (b) Notwithstanding the foregoing, subject to Sections 5.14(c) and (d) below, and provided no Event of Default exists, Agent’s consent shall not be required for the following Transfers (each, a “Permitted Transfer”): (i) The issuance, sale, conveyance, transfer, or other disposition (each a “REIT Share Transfer”) of any shares (the “REIT Shares”) of common stock or preferred stock in Guarantor, so long as the REIT Share Transfer does not result in or cause a Change of Control of Guarantor or Borrower. (ii) The issuance, sale, conveyance, assignment, pledge, Transfer, or other disposition (each a “OP Transfer”) of any limited partnership interests (the “LP Interests”) in Cottonwood Residential O.P., LP, a Delaware limited partnership (the “Operating Partnership”), so long as the OP Transfer does not result in or cause a Change of Control of Borrower. (iii) Registering (the “Registration”) the REIT Shares or the LP Interests with the Securities and Exchange Commission by the filing of a form S-11 Registration Statement or otherwise (the “Registration Statement”), provided that: A. at the time of such Registration, there has been (1) no material adverse change to the financial condition of the Operating Partnership, Guarantor or Borrower since the date of this Agreement, and (2) no Change of Control of Guarantor, Borrower or the Project, and B. promptly following the Registration, Guarantor must deliver to Agent a certificate executed by a duly authorized representative of Guarantor confirming the foregoing and Guarantor’s continued liability under the Loan Documents to which it is a party and attaching a copy of the filed Registration Statement. (iv) Transfers of the direct or indirect ownership interests in Borrower held by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (“▇. ▇▇▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (“▇. ▇▇▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇ (“▇▇▇▇”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇▇▇”) and ▇▇▇▇ ▇▇▇▇▇ (“▇▇▇▇▇”, and collectively with ▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇, the “Principals”), to or for the benefit of their Immediate Family Members that occur for estate planning purposes or by inheritance, devise, or bequest or by operation of law, so long as such Transfer(s) does not result in a Change of Control. “Immediate Family Members” means a Person’s spouse, p...

Equity Transfers. Subject to the pledges and transfers contemplated by the Security Documents, each Shareholder agrees that it will not make any Transfer other than any Transfers that: (i) are carried out in accordance with and subject to the conditions set forth in this Agreement, (ii) do not and would not result in a Change of Control Event, and (iii) are made to a transferee that, concurrently with becoming a Shareholder hereunder, delivers Required Equity Support, in each case in a form and from an Equity Guarantor or an entity that is acceptable to the Global Administrative Agent (acting at the instruction of all of the Senior Lenders), provided that any Required Equity Support or other equity support pursuant to Section 6.1(iii) shall only be required if any Guaranteed Obligations of such Shareholder remain outstanding.

Equity Transfers. (a) If Tenant is a partnership, a withdrawal or change, whether voluntary, involuntary or by operation of law or in one or more transactions, of partners which results in a change of control or transfer of a controlling interest in Tenant shall be deemed a voluntary assignment of this Lease and subject to the provisions of this Article 12. If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale, transfer or redemption of a controlling interest of the capital stock of Tenant in one or more transactions shall be deemed a voluntary assignment of this Lease and subject to the provisions of this Article 12. (b) Neither this Lease nor any interest herein nor any estate created hereby shall pass by operation of law or otherwise to any trustee, custodian or receiver in bankruptcy of Tenant or any assignee under an assignment for the benefit of creditors of Tenant.

Equity Transfers. PCIC shall have the right to elect, in its sole and absolute discretion, to terminate this Agreement, in whole or in part, in the event that Lender fails to approve the release of NorthStar Partnership, L.P. and PCIC from all of their respective obligations under all guaranties and indemnities issued with respect to the Loan within ten (10) business days after a request to Lender in connection with a proposed bona fide transfer of the direct or indirect equity interests in Accotel Equity Investors LLC or the Company. Such right to terminate this Agreement may be exercised by delivering notice of such termination to Lender within sixty (60) days after Lender's failure to approve such releases. Upon such election this Agreement shall be null, void and of no further force or effect.

Equity Transfers. At any time prior to the Project Completion Date, the Sponsor fails to hold, directly or indirectly, greater than 50% of the Equity Interests of the Borrower.