Occupancy Transaction definition

Occupancy Transaction means any Transfer, Encumbrance, Change of Control, or other arrangement whereby the identity of the person or persons using, occupying or possessing the Premises changes or may change, whether such change be of an immediate, deferred, conditional, exclusive, nonexclusive, permanent or temporary nature.
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Occupancy Transaction. Section 19.3.2 "Transferee" Section 19.3.3 "Control" Section 19.4 Landlord's Costs
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Occupancy Transaction means any (i) assignment of some or all of Tenant's interest and rights in the Lease and/or the Premises, including Tenant's right to use, occupy and possess the Premises, or (ii) sublease of Tenant's right to use, occupy and possess the Premises, in whole or in part, or (iii) granting of a concession or management arrangement pertaining to the Premises in whole or part, or (iv) mortgage, deed of trust, pledge, hypothecation, lien, or other security arrangement with respect to Tenants interest in the Lease, foreclosure of which may result in an Occupancy Transaction; provided, however, furniture, fixture and equipment financing shall not constitute an "Occupancy Transaction", or (v) change of Control of Tenant, or (vi) permitting the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant's employees (as such employees may change from time to time). Notwithstanding anything to the contrary contained in this Article 19, an "Occupancy Transaction" shall not include, and Tenant shall not be required to obtain Landlord's consent for any of the following transactions: (a) any assignment, sublease or other transfer of this Lease of all of the Premises to (A) any person or entity which is a parent (owning all or substantially all of the ownership interest of Tenant) or a wholly-owned subsidiary of Tenant, or (B) any corporation or other entity into which or with which all or substantially all of the assets or ownership interests of Tenant are merged or consolidated; or (b) any assignment, sublease or other transfer of this Lease of all of the Premises to any person or entity acquiring all or substantially all of the assets of Tenant operating under the same trade name of Tenant as of the date of such transfer, or (c) any sale, assignment, or other transfer of all of the shares of stock, partnership interests, limited liability company membership interests, or other ownership interests in Tenant resulting in a change in the Control of Tenant; or (d) in connection with any public offering of stock in Tenant, transfer of stock between, or among any partners, members, owners, limited partners, or other persons or entities having an ownership interest in Tenant. Tenant covenants that in the event of the occurrence of any of the foregoing transactions (a) through (d) above (excluding an initial public offering under item (d)), that, as a result thereof, there will not be a material and adverse change in Tenant's net worth (or if there is a mat...
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Examples of Occupancy Transaction in a sentence

  • No failure of Landlord to elect to exercise its rights hereunder shall be construed as consent to the proposed Occupancy Transaction or a waiver of such rights with respect to any future proposed Occupancy Transaction.

  • Within thirty (30) days after receipt of Tenant's request for consent and all items required under Section 15.3, Landlord shall (a) consent to the proposed Occupancy Transaction, (b) exercise its rights under Section 15.6, or (c) refuse to consent to the Occupancy Transaction.

  • Tenant shall, on demand of Landlord, reimburse Landlord for all Landlord's reasonable costs, including attorney fees, incurred in obtaining advice and preparing documentation for each requested Occupancy Transaction not to exceed One Thousand Dollars ($1,000.00) per occurrence.

  • He has not been charged with anything and has not been called as a witness by the Crown.

  • Such right shall be exercisable by Landlord by giving Tenant notice of its election to purchase as provided in Section 15.4. Upon such election, the proposed Transferee shall have no right to purchase Tenant's interest, Landlord and Tenant shall execute an agreement setting forth the terms and conditions of the purchase, and the proposed Occupancy Transaction shall be deemed to have been disapproved.

  • Landlord shall not unreasonably withhold its consent to a change in Tenant's Trade Name in connection with an approved Occupancy Transaction.

  • Tenant shall not enter into or consent to any Occupancy Transaction other than an Encumbrance without first obtaining Landlord's written consent, which Landlord shall not withhold unreasonably.

  • In no event shall the Minimum Annual Rent, as adjusted, be less than the Minimum Annual Rent in effect prior to the effective date of the Occupancy Transaction.

  • If Tenant requests consent to an Occupancy Transaction in accordance with this Article, Landlord shall have the right to purchase the leasehold interest of Tenant in this Lease and the Premises (referred to in this Section as "Tenant's interest"), to the exclusion of the prospective Transferee, at the purchase price and terms offered by the prospective Transferee.

  • Any purported Occupancy Transaction consummated in violation of the provisions of this Article XIX shall be null and void and of no force or effect.


More Definitions of Occupancy Transaction

Occupancy Transaction means any Transfer, Encumbrance, Change of Control, or other arrangement whereby the identity of the person or persons using, occupying or possessing the Premises changes or may change, whether such change be of an immediate, deferred, conditional, exclusive, nonexclusive, permanent or temporary nature. “Transfer” means any voluntary, unconditional and present (i) assignment of some or all of Tenant’s interest, rights and duties in this Lease and the Premises, including Tenant’s right to use, occupy and possess the Premises, or (ii) sublease of Tenant’s right to use, occupy and possess the Premises, in whole or in part. “Encumbrance” means any conditional, contingent or deferred assignment, sublease or conveyance voluntarily made by Tenant of some or all of Tenant’s interest, rights or duties in this Lease or the Premises, including Tenant’s right to use, occupy or possess the Premises, in whole or in part, including, without limitation, any mortgage, deed of trust, pledge, hypothecation, lien, franchise, license, concession or other security arrangement. “Encumbrance” shall not include financing secured by Tenant’s furniture, trade fixtures and equipment. “Transferee” means the proposed assignee, sublessee, mortgagee, beneficiary, pledgee or other recipient of Tenant’s interest, rights or duties in this Lease or the Premises in an Occupancy Transaction. “Change of Control” means the transfer by sale, merger, assignment, death, incompetency, mortgage, deed of trust, trust, operation of law, or otherwise of any shares, voting rights or ownership interests which will result in a change in the identity of the person or persons exercising, or who may exercise, effective control of Tenant, unless such change results from the trading of shares listed on a recognized public stock exchange and such trading is not for the purpose of acquiring effective control of Tenant. If Tenant is a private corporation whose stock becomes publicly held, the transfers of such stock from private to public ownership shall not be deemed a Change of Control. If Tenant is a sole proprietorship, the death or incapacity of Tenant shall be deemed a Transfer.
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Related to Occupancy Transaction

  • Real estate transaction or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties.

  • Material Transaction means any material transaction in which the Company or any of its subsidiaries proposes to engage or is engaged, including a material purchase or sale of assets or securities, financing, merger, consolidation, tender offer or any other material transaction that would require disclosure pursuant to the Exchange Act, and with respect to which the board of directors of the Company reasonably has determined in good faith that compliance with this Agreement may reasonably be expected to either materially interfere with the Company’s or such subsidiary’s ability to consummate such transaction in a timely fashion or require the Company to disclose material, non-public information prior to such time as it would otherwise be required to be disclosed.

  • Real estate related financial transaction means any transaction involving:

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Company Transaction means the consummation of

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Equity Transaction means, with respect to any member of the Consolidated Parties, any issuance or sale of shares of its Capital Stock, other than an issuance (a) to a Consolidated Party, (b) in connection with a conversion of debt securities to equity, (c) in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement, or (d) in connection with any acquisition permitted hereunder.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Securitization Transaction Any transaction involving either (1) a sale or other transfer of some or all of the Mortgage Loans directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios of residential mortgage loans consisting, in whole or in part, of some or all of the Mortgage Loans.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Material Permitted Acquisition means any Permitted Acquisition the consideration for which exceeds, on the closing date of the Permitted Acquisition, 10% of the Holdings Total Capitalization on such date.

  • Permitted Acquisition means any acquisition by Borrower or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided that:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the Shareholders. Such term does not include:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Proposed Transaction is defined in Section 6.2(a).

  • Permitted Affiliate Transactions means the following:

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.