Subject Transfer definition

Subject Transfer means a change in control of Lessee or any of the Guarantors such that 50.1% of the ownership interests in Lessee or any of the Guarantors becomes held, directly or indirectly, by Persons who do not hold ownership interests in Lessee or any of the Guarantors as of the Effective Date.

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Subject Transfer means (x) the acquisition by a Person or a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934) of 50% or more of the voting power of Lessee and such Person or group has made a filing under Section 13(d) of the Securities Exchange Act of 1934 affirmatively stating such Person's or group's intent to change control of the Lessee, (y) the consummation by the Lessee of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of the Lessee immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding, on a fully diluted basis, immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization, or (z) Lessee becoming a non-publicly traded company. Notwithstanding the foregoing, Lessor shall not unreasonably withhold or condition its consent to a Subject Transfer if the following conditions are satisfied:

Subject Transfer means the sale, assignment or other transfer, in a single transaction or a series of related transactions, of 50.1% or more of the outstanding common stock of Tenant (without regard to any sale, assignment, gift or other transfer to any spouse or direct descendant of any holder of such common stock as of the date hereof) to any "person" or "group" within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended.

Examples of Subject Transfer in a sentence

The Parties shall reasonably cooperate in taking steps that would minimize or eliminate any Subject Transfer Taxes.
Upon consummation of the Subject Transfer, the Transferor shall be deemed to relinquish its rights and be released from its obligations under the Agreement with respect to the Subject Transfer.
The Transferor hereby represents and warrants that the Subject Transfer does not violate any of the provisions contained in Section 2.6(e) of the Agreement.
Buyer agrees to file all Subject Transfer Tax Returns relating to such Subject Transfer Taxes.
Without the prior written consent of Lessor and except as provided below: (i) Lessee shall not assign, transfer or convey this Lease or any interest therein, whether by operation of law or otherwise; (ii) no Subject Transfer shall occur; (iii) no interest in Lessee or any of the Guarantors shall be pledged, encumbered, hypothecated or assigned as collateral for any obligation of any of the Lessee Entities; and (iv) Lessee shall not sublet all or any part of any of the Properties.
Notwithstanding the foregoing, in the event that Lessee is unable to satisfy the Net Worth Condition, the Corporate Fixed Charge Coverage Ratio Condition and/or the Rating Agency Condition, such conditions shall be deemed satisfied if Lessee shall (1) pay to Lessor the Subject Transfer Rent Prepayment Amount (as hereinafter defined), and (2) pay to Lessor the Prepayment Charges payable by Lessor to Lender as a result of the payment of the Subject Transfer Rent Prepayment Amount.
The Parties shall estimate all Asset Taxes asserted against it that are attributable to the ownership or operation of the Assets to the extent they relate to the period on and after the Effective Time and through the Closing Date and all Subject Transfer Taxes and incorporate such estimates into the Preliminary Settlement Statement.
The Transferor hereby represents and warrants that (a) the Subject Transfer has been approved by the Requisite Commitment Parties; (b) [the Subject Transfer has been consented to by the Company]/[it has agreed to remain obligated to fund the Backstop Commitment to be Transferred in the Subject Transfer] and (c) the Subject Transfer does not violate any of the provisions contained in Section 2.6(e) of the Agreement.
The Transferor hereby represents and warrants that (a) the Transferee is not a portfolio company of the Transferor or the Transferor’s Affiliates and (b) the Subject Transfer does not violate any of the provisions contained in Section 2.6(e) of the Agreement.
Subject: Transfer of [Name of Goods for Transfer] (the “Goods”) with respect to the Qualified Project etc.

More Definitions of Subject Transfer

Subject Transfer is a transfer of assets (including, without limitation, Capital Stock of a Restricted Subsidiary) made after the Issue Date by the Issuer or a Restricted Subsidiary to a Person other than the Issuer, any Wholly

Subject Transfer means (i) the acquisition by a Person or a "group" (as defined in Section 13(d) of the Securities Exchange Act of 1934) of 50% or more of the voting power of Guarantor and such Person or group has made a filing under Section 13(d) of the Securities Exchange Act of 1934 affirmatively stating such Person's or group's intent to change control of the Guarantor, (ii) the consummation by the Guarantor of a merger, consolidation or other reorganization if the percentage of the voting common stock of the surviving or resulting entity held or received by all persons who were owners of common stock of the Guarantor immediately prior to such merger, consolidation or reorganization is less than 50.1% of the total voting common stock of the surviving or resulting entity outstanding, on a fully diluted basis, immediately after such merger, consolidation or reorganization and after giving effect to any additional issuance of voting common stock contemplated by the plan for such merger, consolidation or reorganization, or (iii) a sale or other transfer of all or substantially all of the assets of Guarantor.

Subject Transfer has the meaning specified in Section 37. A-5 "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means any and all taxes, including without limitation, any income, profits, alternative or add-on minimum tax, gross receipts, sales, use, value-added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, net worth, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign).