Permitted Equity Transfers Clause Samples
The Permitted Equity Transfers clause defines the specific circumstances under which equity interests in a company may be transferred without breaching the agreement. Typically, this clause outlines exceptions to general transfer restrictions, such as transfers to affiliates, family members, or in connection with certain corporate restructurings. Its core function is to provide flexibility for routine or low-risk equity transfers while maintaining control over significant changes in ownership, thereby balancing the need for operational flexibility with the protection of existing stakeholders.
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Permitted Equity Transfers. Notwithstanding the restrictions contained in this Article 6, the following equity transfers shall be permitted without Lender’s consent: (a) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party, (b) the transfer or issuance (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party or (c) the sale, transfer or issuance of shares of common stock in any Restricted Party that is a publicly traded entity, provided such shares of common stock are listed on the New York Stock Exchange or another nationally recognized stock exchange (provided, that, the foregoing provisions of this clause (c) shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (a) and/or (b) above, (A) Lender shall receive not less than thirty (30) days prior written notice of such transfers, provided, however, prior written notice shall not be required with respect to transfers of direct or indirect ownership interests in Sponsor which do not result in a change in Control of Sponsor; (B) no such transfers shall result in a change in Control of Sponsor, Guarantor or Affiliated Manager; (C) after giving effect to such transfers, Sponsor shall (I) own at least a 51% direct or indirect equity ownership interest in each of Borrower and any SPE Component Entity; (II) Control Borrower and any SPE Component Entity and (III) control the day-to-day operation of the Property; (D) after giving effect to such transfers, the Property shall continue to be managed by Affiliated Manager or a New Manager approved in accordance with the applicable terms and conditions hereof; (E) in the case of the transfer of any direct equity ownership interests in Borrower or in any SPE Component Entity, such transfers shall be conditioned upon continued compliance with the relevant provisions of Article 5 hereof; (F) such transfers shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question (I) remake the representations contained herein relating to ERISA matters (and...
Permitted Equity Transfers. Notwithstanding the foregoing, however, (i) limited partnership interests in Trustor or in any general partner or member of Trustor shall be freely transferable without the consent of Beneficiary, (ii) any involuntary transfer caused by the death of Trustor or any general partner, shareholder, joint venturer, manager, member or beneficial owner of a trust shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such death and so long as those persons responsible for the management of the Property and Trustor remain unchanged as a result of such death or any replacement management is approved by Beneficiary, (iii) gifts for estate planning purposes of any individual’s interests in Trustor or in any of Trustor’s general partners, managing members or joint venturers to the spouse or any lineal descendant of such individual, or to a trust for the benefit of any one or more of such individual, spouse, or lineal descendant, shall not be a Default under this Deed of Trust so long as Trustor is reconstituted, if required, following such gift and so long as those persons responsible for the management of the Property and Trustor remain unchanged following such gift or any replacement management is approved by Beneficiary and (iv) membership interests in Trustor and interests in any member of Trustor or in any partner of any member of Trustor may be transferred without the consent of Beneficiary so long as, after any such transfer, ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ or ▇▇▇▇ Credit Property Trust III, Inc., or any of their wholly owned affiliates or subsidiaries, “controls” the affairs of Trustor, where the term “control” means the power to direct the management and policies of Trustor, provided, that in all of the foregoing cases shall such transfer be done in a manner that would not violate the Patriot Act, subject to the provisions of the last sentence of Section 6.15.c.(i). In the event of a transfer by ▇▇▇▇ REIT III Operating Partnership, LP of its interests in Trustor pursuant to the terms hereof, Trustor agrees to contemporaneously furnish to Beneficiary a new limited guaranty of the Loan (in form and substance as executed at closing of the Loan) by a new guarantor satisfactory to Beneficiary in Beneficiary’s sole and DEED OF TRUST (NORTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ absolute discretion. Trustor shall provide Beneficiary with copies of the applicable transfer documen...
Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers (each a “Permitted Transfer”) shall be deemed to be a Prohibited Equity Transfer:
(i) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust;
(ii) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under this Agreement;
(iii) Transfers of interests in Borrower Member and Operating Lessee Member between the members of Borrower Member and Operating Lessee Member; provided that following any such Transfer(s), (i) Guarantor continues to own, directly or indirectly, not less than ninety percent (90%) of the interests in Borrower and Operating Lessee and to Control Borrower and Operating Lessee, in each case subject to the terms of (w) the Limited Liability Company Agreement of Borrower Member, (x) the Limited Liability Company Agreement of Operating Lessee Member, and (y) the Management Agreement, and (z) the Franchise Agreement, and (ii) the identity of the ultimate indirect owners of each of Borrower and Operating Lessee is identical and the percentage interests owned by such ultimate indirect owners in each of Borrower and Operating Lessee is identical; and
(iv) Transfers of direct or indirect interest in EH Q&C, LLC, a Delaware limited liability company (“Encore Member”), provided that following any such Transfer, Encore Enterprise, Inc. continues to Control Encore Member; and
(v) Transfers of direct or indirect interests in Guarantor (including, without limitation, KBS Operating Partnership, KBS Strategic Opportunity Holdings II, LLC, a Delaware limited liability company, and KBS REIT); provided KBS REIT continues to own, directly or indirectly, one hundred percent (100%) of the equity interests in Guarantor; provided, further, that Transfers of up to forty-nine percent (49%) (in the aggregate) of the direct or indirect interests in Guarantor to a Person not owned directly or indirectly by KBS REIT (a “Non-Affiliate Transferee”) shall be permitted with Lender’s consent, which consent shall not be unreasonably withheld, provided that (i) not less than fifteen (15) Business Days prior to the date of the proposed Transfer, Borrower de...
Permitted Equity Transfers. For purposes of this Lease, “Permitted Equity Transfer” means any Transfer of beneficial ownership of all or a portion of a Landlord Equity Interest which satisfies all of the following requirements in all respects:
Permitted Equity Transfers. Notwithstanding anything to the contrary contained in this Deed of Trust or any other Loan Document to the contrary, for so long as one or both of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ARC GROCERY CENTER OPERATING PARTNERSHIP II L.P., a Delaware limited partnership (the "Grocery Center OP"), or ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇-ARC GROCERY CENTER REIT II, INC., a Maryland corporation (the "Grocery Center REIT"), is the New Guarantor (as defined in that certain Assumption Agreement dated April 30, 2014 (the "Assumption Agreement")) and STAUNTON STATION LLC, a Delaware limited liability company, is the Assumptor (as defined in the Assumption Agreement), the following transfers shall constitute permitted transfers (subject only to any conditions set forth below) and shall not require Lender's consent or the payment of a transfer fee in connection therewith (each, a "Permitted PECO Transfer"): (a)the listing of common stock in the Grocery Center REIT on the New York Stock Exchange ("NYSE") or such other nationally recognized stock exchange (the "REIT Listing") provided (i) the Grocery Center REIT satisfies all of the listing requirements of the U.S. Securities and Exchange Commission at the time of and as a condition of the REIT Listing, including, but not limited to, the net worth requirements and (ii) the REIT Listing does not result in or cause a Change of Control (as defined below); (b)the issuance, sale, pledge, conveyance, transfer or other disposition (each, a "REIT Share Transfer") of any shares of common stock in the Grocery Center REIT (the "REIT Shares") so long as (i) at the time of the REIT Share Transfer, the REIT Shares are listed on the NYSE or any other nationally recognized stock exchange and (ii) the REIT Share Transfer does not result in or cause a Change of Control; (c)the issuance, sale, pledge, conveyance, transfer or other disposition (each an "OP Transfer"), of any limited partnership interests (the "OP Interests") in the Grocery Center OP so long as the OP Transfer does not result in or cause a Change of Control; (d)any issuance, sale, pledge, conveyance, transfer or other disposition of REIT Shares during the period prior to the REIT Listing (i.e., while the Grocery Center REIT is a publicly traded but non-listed entity), provided that such activities, singularly or taken as a whole, do not result in or cause a Change of Control; and (e)any merger or consolidation of the Grocery Center REIT or the Grocery Center OP with ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - ARC Shopping Center Operating Par...
Permitted Equity Transfers. Notwithstanding anything stated to the contrary in this Agreement or in any of the other Loan Documents, the transfers and transactions described in Section 5.2 of the Deed of Trust shall not be prohibited and shall be expressly permitted. THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Permitted Equity Transfers. (a) Notwithstanding the restrictions contained in this Agreement, including without limitation, this Article 6, the following equity transfers shall be permitted without Lender’s consent: (i) a transfer (but not a pledge) by devise or descent or by operation of law upon the death of a Restricted Party or any member, partner or shareholder of a Restricted Party (but not the direct interests in Borrower or any SPE Component Entity), (ii) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) in a Restricted Party (but not the direct interests in Borrower or any SPE Component Entity), (iii) (A) the sale, transfer or issuance of shares of stock in AFT or in any Restricted Party (but not the direct interests in Borrower or any SPE Component Entity) that, in each instance, is a publicly traded entity, provided such shares of stock are listed on the New York Stock Exchange, NASDAQ Global Select Market or another nationally recognized stock exchange or (B) the sale, transfer or issuance of shares of stock in AFT provided that such shares of stock are sold, transferred or issued in the ordinary course of business through licensed broker dealers in accordance with all applicable Legal Requirements to third party investors in a manner consistent with previous offerings conducted by AFT or its Affiliates as of the Closing Date, (iv) the transfer (but not the pledge), in one or a series of transactions, of the stock, partnership interests or membership interests (as the case may be) by AFT or Guarantor or any direct or indirect legal or beneficial owner of AFT or Guarantor for estate planning purposes to the transferor’s spouse, child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family members of such owner, or to a trust for the benefit of such spouse, child, parent, grandparent, grandchild, niece, nephew, aunt, uncle or other immediate family members and (v) a Permitted Pledge; and provided, further, that, the foregoing provisions of clauses (i), (ii), (iii), (iv) and (v) above shall not be deemed to waive, qualify or otherwise limit Borrower’s obligation to comply (or to cause the compliance with) the other covenants set forth herein and in the other Loan Documents (including, without limitation, the covenants contained herein relating to ERISA matters)); provided, further, that, with respect to the transfers listed in clauses (i), (ii)...
Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer and shall be expressly permitted: (A) a Transfer of the direct or indirect ownership interests of KBS Limited Partnership and KBS Real Estate Investment Trust, Inc., so long as: (i) KBS Capital Advisors LLC, or (ii) an entity owned by ▇▇▇▇▇ ▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. remains the sole asset manager of KBS Real Estate Investment Trust, Inc.; (B) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both Borrower and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (C) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under Section 7.1a(vi) below; (D) a Transfer, in one or a series of transactions, of not more than 49% of the stock, limited partnership interests or non-managing membership interests (as the case may be) in a Restricted Party where such Transfer does not result in a change in management control in the Restricted Party; and (E) a Transfer of interests in Guarantor or in any entity which directly or indirectly owns an interest in Guarantor.
Permitted Equity Transfers. Notwithstanding the foregoing, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: (i) a Transfer by a natural person who is a member, partner or shareholder of a Restricted Party to a revocable inter vivos trust having such natural person as both trustor and trustee of such trust and one or more immediate family members of such natural person as the sole beneficiaries of such trust; (ii) a Transfer by devise or descent or by operation of law upon the death of a member, partner or shareholder of a Restricted Party where such Transfer does not result in a Default under this Agreement, and (iii) any transfer of interests in an EB-5 Entity, so long as in any event, (x) there is no Change of Control in Borrower or Guarantor and (y) after giving effect to such transfers, none of the transferees shall be an Embargoed Person. In addition, notwithstanding any provision in this Agreement to the contrary, none of the following Transfers shall be deemed to be a Prohibited Equity Transfer: the issuance, redemption, sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance, conveyance, transfer or other disposition (each, an “HHC Share Transfer”) of the equity interests (the “HHC Shares”) in Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition as hereinafter defined) so long as the HHC Share Transfer does not result in or cause a Change of Control (as hereinafter defined) of Guarantor (or a successor by a merger pursuant to a Plan Sponsor Acquisition). For purposes of this Section, a “Change of Control” shall occur when: (i) one Person (hereinafter defined) or group of affiliated Persons acquires more than 33% of the HHC Shares in one or a series of transactions, provided, however, that the acquisition by a Plan Sponsor (as hereinafter defined) of more than 33% of the HHC Shares in one or a serious of transactions (a “Plan Sponsor Acquisition”) shall not constitute a Change in Control; or (ii) the individuals comprising the Board of Directors of Guarantor (or a successor by merger pursuant to a Plan Sponsor Acquisition), as the same exists for the twelve (12) month period immediately prior to the HHC Share Transfer, fail to represent a majority of the Board of Directors of Guarantor (or a successor by merger pursuant to a Plan Sponsor Acquisition) as of the date of completion of the HHC Share Transfer and for a period of six (6) months following the HHC Share Transfer, provided however, that such a ...
Permitted Equity Transfers. Notwithstanding the foregoing, no Transfers shall be deemed to be a Prohibited Equity Transfer so long as Guarantor retains Control of each Restricted Party, the Minimum Equity Requirement remains satisfied following such Transfer and the transferee with respect to any such Transfer is not a Disqualified Entity. Notwithstanding any provision in this Agreement or any other Loan Document, but subject to the provisions of Section 8.19, nothing contained herein or therein shall be deemed to restrict or otherwise interfere with (i) a Permitted Revolver Loan Transfer or (ii) the ability of the holders of direct or indirect legal, Beneficial or equitable interests in the Guarantor to Transfer such interests, whether in connection with an initial public offering of shares in Guarantor or the Persons owning direct or indirect equity interests therein or otherwise (but the provisions of Section 10.3 shall apply in the event of any Transfer of direct or indirect interests in Guarantor, whether pursuant to (i) or (ii) or otherwise).