Indirect Transfer Prohibited Without Consent Clause Samples
The "Indirect Transfer Prohibited Without Consent" clause restricts parties from transferring their rights or obligations under an agreement to another party, whether directly or through indirect means, without first obtaining approval from the other contracting party. This includes scenarios such as mergers, acquisitions, or changes in control where the agreement could effectively be transferred to a new entity without a formal assignment. By requiring consent for any form of transfer, the clause ensures that the original party maintains control over who is involved in the contract, thereby preventing unwanted or unapproved third parties from assuming contractual rights or responsibilities.
Indirect Transfer Prohibited Without Consent. A sale, assignment, pledge, transfer, exchange or other disposition of (a) the stock of Tenant or any general partner interest in Tenant or (b) any interest of a member or members of Tenant which results in a change or transfer of management or control of Tenant, or a merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1
Indirect Transfer Prohibited Without Consent. A sale, assignment, pledge, transfer, exchange or other disposition of (a) the stock of Tenant or any general partner interest in Tenant or (b) any interest of a member or members of Tenant which results in a change or transfer of management or control of Tenant, or a merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 13.1 hereof. For purposes hereof, exchange or transfer of management or control or effective control, shall mean a transfer of 50% or more of the economic benefit of, or control of, any such entity.
Indirect Transfer Prohibited Without Consent. A sale, assignment, pledge, transfer, exchange or other disposition in a single transaction or in a series of transactions of (a) the stock of Tenant or any general partner of Tenant or any managing member interest of Tenant or (b) any interest of a partner or partners or a member or members of Tenant which results in a change or transfer of management or Control of Tenant, or (c) a merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or Control or effective Control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1
Indirect Transfer Prohibited Without Consent. Schedule 16.2 attached hereto sets forth the current ownership and Control of Tenant. A (a) sale, assignment, pledge, transfer, exchange or other disposition of the stock, partnership interests, membership interests or other equitable interests in Tenant or any Person Controlling Tenant, which results in a change or transfer of Control or a change or transfer of management of Tenant, or (b) merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or Control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof. For purposes hereof, change or transfer of management or Control or effective Control, shall mean a transfer of fifty percent (50%) or more of the economic benefit of, or Control of, any such entity. Notwithstanding the foregoing, any Affiliate of Tenant may transfer his, her or its stock, partnership interests, membership interests or other equitable interests in Tenant without first obtaining the prior written consent of Landlord if such transfer or other disposition (i) is the result of the death of such Affiliate, (ii) involves a transfer to (A) the Immediate Family of such Affiliate, or (B) a trust of which such Affiliate is the grantor and such Affiliate, or his or her spouse, is the trustee for the benefit of such spouse or Immediate Family of such spouse, or (C) an Entity or Entities in which such Affiliate, spouse or Immediate Family member shall retain Control; provided, however, that the prior written consent of Landlord, in its sole and absolute discretion, shall be obtained for any transfer(s) of a Controlling interest in the management of Tenant.
Indirect Transfer Prohibited Without Consent. Schedule 16.2 attached hereto sets forth the current ownership and Control of Tenant. Any (in each such case, a “Transfer of Tenant”) (i) sale, assignment, pledge, transfer, exchange or other disposition of the stock, partnership interests, membership interests, or other equitable interests in Tenant or any Person Controlling Tenant, which results in a change or transfer of Control or a change or transfer of management of Tenant, (ii) merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of Control or a change or transfer of management of Tenant, or (iii) a recapitalization of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof. For purposes hereof, exchange or transfer of management or Control or effective Control shall mean a transfer of fifty percent (50%) or more of the economic benefit of, or Control of, any such entity. Tenant shall provide Landlord Notice of any change in the ownership and/or Control of Tenant that does not constitute a Transfer of Tenant no later than five (5) Business Days following the effectuation of any such change.
Indirect Transfer Prohibited Without Consent. Subject to the last sentence of this Section 16.2, a sale, assignment, pledge, transfer, exchange or other disposition of (a) the stock of Tenant or any general partner interest in Tenant or (b) any interest of a member or members of Tenant which results in a change or transfer of management or control of Tenant other than, in each case, in connection with (i) a Permitted Succession , or (ii) a transfer made to a trust, family limited partnership or similar entity for estate planning purposes, or a merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof. For purposes hereof, exchange or transfer of management or control or effective control, shall mean a transfer of 50% or more of the economic benefit of, or Control of, any such entity unless resulting from the death of a member.
Indirect Transfer Prohibited Without Consent. A sale, assignment, pledge, transfer, exchange or other disposition (“Transfer”) of any equitable interest in Tenant or any Person Controlling Tenant which results in a change or transfer of management or control of Tenant, or a merger, consolidation or other combination of Tenant with another entity which results in a change or transfer of management or control of Tenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof. For purposes hereof, exchange or transfer of management or control or effective control, shall mean a transfer of 50% or more of the economic benefit of, or Control of, any such entity. A Transfer to a trust for estate planning purposes or a Transfer as the result of the death or incapacity of any Person, shall not constitute a Transfer for purposes of Section 16.1 above.
Indirect Transfer Prohibited Without Consent. A sale, assignment, pledge, transfer, exchange or other disposition of (a) the stock of Tenant or any Subtenant or any general partner interest in Tenant or any Subtenant or (b) any interest of a member or members of Tenant or any Subtenant which results in a change or transfer of management or control of Tenant or any Subtenant, or a merger, consolidation or other combination of Tenant or any Subtenant with another entity which results in a change or transfer of management or control of Tenant or any Subtenant, shall be deemed an assignment hereunder and shall be subject to Section 16.1 hereof, but shall also be permitted to the extent provided in Section 16.1(b). For purposes hereof, exchange or transfer of management or control or effective control, shall mean a transfer of 50% or more of the economic benefit of, or Control of, any such entity. Landlord has been advised of the contemplated retirement of ▇▇▇ ▇▇▇ and ▇▇▇ ▇▇▇▇ from ▇▇▇ and related businesses and the proposed redemption of their interests and that of their spouses and the children and affiliate entity of ▇▇▇ ▇▇▇▇, which redemptions and any related reorganization (“▇▇▇ ▇▇▇/▇▇▇▇ Transfers”) are anticipated to occur on or after the Commencement Date, with ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇, collectively, thereafter having Control of ▇▇▇ and Tenant. Notwithstanding anything contained herein to the contrary, the ▇▇▇ ▇▇▇/▇▇▇▇ Transfers are permitted, Tenant shall remain the sole “Tenant” under this Lease and liable hereunder, and the restrictions in this 66 Master Lease
Indirect Transfer Prohibited Without Consent. Schedule 16.2 attached hereto sets forth the current ownership and Control of Tenant. A (a) sale, assignment, pledge, transfer, exchange or other disposition of the stock, partnership interests, membership interests or other equitable interests in Tenant or any Person Controlling Tenant, which results in a change or