Permitted Equity Transfer definition

Permitted Equity Transfer shall have the meaning set forth in Section 6.3 hereof.

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 Transfer means any of the following: (a) any Transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto, (b) any Transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto, (c) transfers of direct and indirect equity interests in Mezzanine Member by any Person so long as (i) Guarantor remains a publicly traded entity with its shares on the New York Stock Exchange or another nationally or internationally recognized stock exchange, (ii) Guarantor continues to Control each other Restricted Party, (iii) Guarantor continues to own, directly or indirectly, at least 51% of the ownership interest in each other Restricted Party (other than Guarantor), and (iv) either (A) no Ownership Change Limitation would reasonably be expected to exist immediately following such Transfer, or (B) such Transfer would not reasonably be expected to increase the percentage ownership of 5% shareholders of Mezzanine Borrower (including any “public group” as defined in Section 1.382-2T(f)(13) of the Treasury regulations treated as such) for purposes of determining whether there is an Ownership Change Limitation; (d) any direct or indirect Transfer of any interest in Guarantor by the public shareholders thereof and their beneficial owners, (e) the sales, transfer or issuance of Mezzanine Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests, and (f) transfers of direct or indirect equity interests in one or more Individual Borrowers to (i) a Subsidiary REIT (or direct or indirect wholly owned subsidiary thereof) or (ii) TRS (provided that the equity value of the assets held by all TRS Subsidiaries does not exceed twenty percent (20%) of the total equity value of Mezzanine Borrower), in each case, subject to the terms and conditions of Section 5.2.10(e) hereof.

Examples of Permitted Equity Transfer in a sentence

• No Landlord Equity Interest Owner shall Transfer beneficial ownership (including, for the avoidance of doubt, indirectly by allowing a change in the Beneficial Owner) of any portion of a Landlord Equity Interest except pursuant to a Permitted Equity Transfer, and any such Transfer which is not a Permitted Equity Transfer shall be null and void ab initio and Tenant will not recognize any such Transfer.

• No transfer or assumption fee shall be required (separate and apart from the reasonable out-of-pocket costs and expenses described hereinabove) in connection with any Permitted Property Transfer or Permitted Equity Transfer so long as Beneficiary receives written notice at least thirty (30) days prior to such Transfer (unless another time frame is permitted hereinabove) and Grantor and Guarantor otherwise comply with the terms set forth herein applicable to such Transfer.

• No Lessor Equity Interest Owner shall Transfer beneficial ownership of (including, for the avoidance of doubt, indirectly by allowing a change in the Beneficial Owner of) any portion of a Lessor Equity Interest to any Person that would result in possession of Controlling Lease Rights by any Person or Persons except pursuant to a Permitted Equity Transfer, and any such Transfer which is not a Permitted Equity Transfer shall be null and void ab initio and Lessor shall not recognize any such Transfer.

• In furtherance of the foregoing and not in limitation thereof, Borrower agrees that no Permitted Equity Transfer shall diminish or otherwise affect Borrower’s liability or obligations under the Loans, the Loan Documents and the Hazardous Materials Indemnity Agreement to which it is a party, or Guarantor’s liability under the Guaranty and the Hazardous Materials Indemnity Agreement.

• Borrower waives any defense to the Loans or the Loan Documents or the Hazardous Materials Indemnity Agreement based upon any Permitted Equity Transfer.

More Definitions of Permitted Equity Transfer

Permitted Equity Transfer has the meaning given in Section 17.5(c).

Permitted Equity Transfer means any transfer, lease, sublease, mortgage, pledge, hypothecation or other encumbrance of any direct or indirect equity interest in Tenant in connection with (a) the merger or consolidation of Tenant with another Person or the sale of all or substantially all of the equity interests and/or assets of any of Tenant’s direct or indirect parent company(ies) but only to the extent that such parent company(ies) directly or indirectly own or lease at least one hotel or hotel casino in addition to Tenant’s leasehold interest in the Premises; (b) the merger transaction between CEC and Eldorado Resorts, Inc. which was publicly announced on June 24, 2019; and/or (c) the Existing Loan (as defined in the Purchase Agreement).

Permitted Equity Transfer means any Transfer of any direct or indirect legal or beneficial interest in any Co-Borrower: (i) to the Lender; (ii) approved by Lender; (iii) to a transferee that has an investment grade rating from a major rating agency or has arranged for a guarantee from a third-party that has an investment grade rating from a major rating agency or provided such credit support that is reasonably satisfactory to the Lender; (iv) to a transferee permitted pursuant to the applicable Project Documents; or (v) to the Sponsor or another Co-Borrower, in each case subject to the conditions set forth in Section 11.2.

Permitted Equity Transfer means Transfers of direct or indirect Equity Interests in a Fee Owner, Borrower, Operating Lessee or their respective Principals, provided that (a) FelCor Trust must continue to Control, directly or indirectly such Fee Owner, Borrower or Principals, as applicable, (b) FelCor Trust or FelCor Op is, directly or indirectly, the sole managing partner or managing member, as applicable of such Fee Owner, Borrower, Operating Lessee or Principal, as applicable, and (c) FelCor Trust and FelCor Op own, directly or indirectly at least seventy-five percent (75%) of the issued and outstanding Equity Interests in such Fee Owner, Borrower, Operating Lessee or Principal, as the case may be. Additionally, as a condition to each such transfer Administrative Agent shall receive not less than thirty (30) days prior written notice of such proposed transfer.

Permitted Equity Transfer means the sale or transfer by Borrower of all or substantially all of the equity interests held by Borrower in SWH to any Affiliate of Borrower and to which Lender has provided its prior written consent, which consent shall not be unreasonably withheld.

Permitted Equity Transfer means, so long as, after giving effect to each of the following, there is no Change of Control;

Permitted Equity Transfer has the meaning given in SECTION 10.2(b).