Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer:
Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership) up to an aggregate, over the term of the Loan, of twenty-five (25%) percent of the total interests in Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting does not change the direct or indirect control or management of Borrower and at all times Xxxx ___. Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting must be provided to Lender within fifteen (15) days after the occurrence of said action including, without limitation, a statement detailing the action and a listing of real locations and percentages of ownership interest in Borrower. Notwithstanding the foregoing, any sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs without Lender’s written consent (which Lender may withhold at its sole discretion), shall constitute an event of default under the Loan Documents. Borrower shall pay Lender’s reasonable out-of-pocket expenses incurred in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.
Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII (including, without limitation, any transfer in connection with an Exchange), each holder of any direct or indirect interest in the Mezzanine Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Mezzanine Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer:
Transfers of Interests in Borrower. (a) No Transfers of direct or indirect interests in Borrower shall be permitted, except as provided in Section 2.3(b) and for the following:
Transfers of Interests in Borrower. Notwithstanding the ---------------------------------- provisions of Section 3.1, above, or Section 5.4 of the Mortgages, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if:
Transfers of Interests in Borrower. The holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer:
Transfers of Interests in Borrower. So long as all of the following conditions are satisfied, direct or indirect transfers of up to 49% in the aggregate of the membership interests in the Borrower shall be deemed to be Permitted Transfers pursuant to this Agreement: (a)Inland Diversified Real Estate Trust, Inc. shall continue to hold at least 51% of the membership interests in the Borrower; (b) The Project shall be managed at all times by (A) Inland Diversified Real Estate Trust, Inc. or (B) a financially sound, professional property management company, experienced in managing properties similar in type and quality to the Real Property approved in writing by the Lender (which consent will not be unreasonably withheld); (c) Inland Diversified Real Estate Trust, Inc. shall continue to have Legal Control of the Borrower. For purposes hereof, Legal Control shall mean the power directly to make or veto all material decisions with respect to the Borrower, including the operations, management, financing and disposition of the Borrower and its assets, and Inland Diversified Real Estate Trust, Inc. cannot be divested of Legal Control without the written consent of the Lender. (d) Inland Diversified Real Estate Trust, Inc. shall continue to be the Indemnitor and have a Net Worth of no less than $100,000,000.00. For purposes hereof, “Net Worth” shall mean Total Assets less any Liabilities as reported in said company’s audited financial statements. The issuance, hypothecation, sale or transfer of stock in Inland Diversified Real Estate Trust, Inc. shall not violate the provisions of this Section 6.3, so long as Legal Control of Inland Diversified Real Estate Trust, Inc. does not change. Copies of any and all documents evidencing any such Permitted Transfer must be provided to Lender within fifteen (15) days after the occurrence of said transfer including, without limitation, a statement detailing the transfer and a listing of reallocations and percentages of ownership interest in Borrower. The Borrower shall reimburse the Lender all out-of-pocket expenses and a transfer fee in conjunction with its review and processing of a proposed or completed Permitted Transfer, regardless of whether the Permitted Transfer is carried out. Any transfer other than a Permitted Transfer described above will constitute an Event of Default under the Loan Documents. Without limiting the generality of the foregoing any Transfers that would result in there being any co-borrowers, other than or in addition to Borrower, shall b...
Transfers of Interests in Borrower. (a) No Transfers shall be permitted, except (i) as provided in Section 2.2 and Section 2.3(b); (ii) after the first anniversary of the Closing Date, Transfers of indirect interests in the Borrower for bona fide family and estate planning purposes, which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (x) no Event of Default has occurred and is continuing, (y) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Section 7.1(f) and (z) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder (even if not constituting a Prohibited Change of Control), Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies; (iii) Transfers of the stock in Glimcher Realty Trust, including, without limitation, Transfers through a national securities exchange such as the New York Stock Exchange, or in connection with the purchase of all of substantially all of the stock in Glimcher Realty Trust by a Qualified Equityholder, which Transfers shall not require Lender’s consent or require the payment of a fee; and (iv) a transfer of any portion of the partnership interests in Sponsor to a Qualified Equityholder that acquires all or substantially all of the assets of Glimcher Realty Trust, which transfer shall not require Lender’s consent or require the payment of a fee.
Transfers of Interests in Borrower. Except for transfers of ---------------------------------- limited partners in DSMLP, who may transfer limited partnership interests in DSMLP in accordance with the terms of the partnership agreement of DSMLP, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer:
Transfers of Interests in Borrower. Each holder of any direct or indirect interest in Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its direct or indirect legal, beneficial or equity interests in the Borrower to any Person who is not a Disqualified Transferee without Lender's consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer:
