Shift of Control Sample Clauses

Shift of Control. (a) If (i) the aggregate capital account (as described in Section 18) of the Blackstone Partners at any time is less than one half the capital account of UniCo, the Blackstone Partners shall be deemed to be the “minority partner” and UniCo shall be deemed to be the “majority partner” for purposes of this Section 17 or (ii) the capital account (as described in Section 18) of Unico at any time is less than one half the aggregate capital account of the Blackstone Partners, Unico shall be deemed to be the “minority partner” and the Blackstone Partners shall be deemed to be the “majority partner” for purposes of this Section 17 and in any such event, then notwithstanding the provisions of Section 11, the minority partner shall be bound by all determinations made by the majority partner’s Representative (or by the majority partner directly), as if such determinations were made by the unanimous vote or written consent of the Representatives, the minority partner will have no right to make a Unilateral Call, and the majority partner shall have complete unrestricted authority with respect to all Partnership matters, except that the minority partner’s written approval shall continue to be required for those decisions referred to in Section 10 (except to the extent such approval is not required because of the operation of other provisions of this Agreement). If by reason of subsequent capital contributions made pursuant to Section 16, the minority partner’s capital account ratio is increased so that it exceeds or equals one-half of the capital account of the majority partner, then as long as such condition exists, the above provisions of this Section 17 shall not be applicable.
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Shift of Control. Section 17 of the partnership agreements of each of the Partners provides for a shift of control under certain circumstances to one of the partners of the particular partnership so that one of the partners (the "Minority Partner") is bound by certain determinations made by the other partner (the "Majority Partner"). If a shift of control does occur under Section 17 of the partnership agreement of any Partner, then notwithstanding the provisions of Section 11, the Representatives designated by the Holding II Partner who is deemed the Majority Partner, or the Holding II Partner who is the affiliate of the Holding I Partner who is deemed the Majority Partner, shall have complete unrestricted authority with respect to all Partnership matters except that the written approval of one or more of the representatives of the other Holding II Partner shall be required for those decisions referred to in Section 10 (except to the extent such approval is not required because of the operation of other provisions of this Agreement or the partnership agreement of Holding II). The aforementioned vesting of authority in the Representative or Representatives of one of the two Holding II Partners shall continue for as long as such Holding II Partner or its affiliate remains a Minority Partner under the partnership agreement of the particular Partner.
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Related to Shift of Control

  • Pest Control A. Whenever a department utilizes a pest control chemical in State owned or managed buildings/grounds, the department will provide at least forty-eight (48) hours notice prior to application of the chemical, unless an infestation occurs which requires immediate action. Notices will be posted in the lobby of the building and will be disseminated to building tenant contacts.

  • Control Notwithstanding any other provision of the Agreement, it is understood and agreed that the Trust shall at all times retain the ultimate responsibility for and control of all functions performed pursuant to this Agreement and has reserved the right to reasonably direct any action hereunder taken on its behalf by the Sub-Adviser.

  • Change in Control of the Company For purposes of this Agreement, a “Change in Control of the Company” shall be deemed to have occurred if:

  • Change in Management or Control The Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act .. The Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.

  • Notice of Change in Control or Control Event The Company will, within five Business Days after any Responsible Officer has knowledge of the occurrence of any Change in Control or Control Event, give written notice of such Change in Control or Control Event to each holder of Notes unless notice in respect of such Change in Control (or the Change in Control contemplated by such Control Event) shall have been given pursuant to subparagraph (b) of this Section 8.3. If a Change in Control has occurred, such notice shall contain and constitute an offer to prepay Notes as described in subparagraph (c) of this Section 8.3 and shall be accompanied by the certificate described in subparagraph (g) of this Section 8.3.

  • Payment of Continued Group Health Plan Benefits If you are eligible for and timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 or any state law of similar effect (“COBRA”) following your Involuntary Termination, the Company will pay your COBRA group health insurance premiums for you and your eligible dependents directly to the insurer until the earliest of (A) the end of the period immediately following your Involuntary Termination that is equal to the Severance Period (the “COBRA Payment Period”), (B) the expiration of your eligibility for continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by you under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether you elect continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the COBRA Payment Period or the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the first payroll date following the effectiveness of the Release, the Company will make the first payment to the insurer under this clause (and, in the case of the Special Severance Payment, such payment will be to you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments instead commenced on the date of your Involuntary Termination, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan, you must immediately notify the Company of such event, and all payments and obligations under this subsection shall cease.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

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