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.
Change in Management or Control. The occurrence of any material management or organizational change in Borrower or in the partners, venturers or members of Borrower, including, without limitation, any partnership, joint venture or member dispute which Lender determines, in its sole and absolute discretion, shall have a material adverse effect on the Loan, on the Property and Improvements, or on the ability of Borrower or its partners, venturers or members to perform their obligations under the Loan Documents; provided, however, the foregoing shall not restrict any of the transactions permitted by the terms of Section 9.12; or
Change in Management or Control. Each Co-Adviser shall provide at least sixty (60) days' prior written notice to the Trust of any change in the ownership or management of the Co-Adviser, or any event or action that may constitute a change in “control,” as that term is defined in Section 2 of the Act. Each Co-Adviser shall provide prompt notice of any change in the portfolio manager(s) responsible for the day-to-day management of the Funds.
Change in Management or Control. Either Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxxxxx shall cease or fail for any reason to serve and function as Co-CEO of BreitBurn GP LLC and shall not be succeeded in such position or other comparable position acceptable to the Lenders, within sixty (60) days by a Person acceptable to the Lenders or there shall occur a Change of Control; or
Change in Management or Control. As soon as the Adviser has knowledge of any anticipated 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 written notice to the Trust. The Adviser shall provide prompt notice of any change in the portfolio manager(s) at the Adviser responsible for the day-to-day management of the Funds and shall inform the Sub-Adviser that it is responsible for notifying the Trust of any change in the portfolio manager(s) at the Sub-Adviser responsible for the day-to-day management of the Funds.
Change in Management or Control. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person will be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the Loan No. 1013507 passage of time), directly or indirectly, of more than 19.9% of the total voting power of the then outstanding voting stock of Parent;
Change in Management or Control. (i) The occurrence of any material management or organizational change in Borrower or in the partners, venturers or members of Borrower, including, without limitation, any partnership, joint venture or member dispute which Lender determines, in its sole and absolute discretion, shall have a material adverse effect on the Loan, on the Property and Improvements, or on the ability of Borrower or its partners, venturers or members to perform their obligations under the Loan Documents. The Borrower is owned 100% by the Guarantor and the Guarantor is owned 1% by Xxxxxxxx Xxxxxx Shopping Center OP GP, LLC, a Delaware limited liability company, its general partner, and 99% by Xxxxxxxx Xxxxxx – ARC Shopping Center REIT, Inc., a Maryland corporation (the “REIT”), its sole limited partner. Changes in the organizational structure or ownership of Borrower and the Guarantor shall not be permitted; provided, however, that the following transfers of ownership interests within the REIT will not require Lender’s prior consent or the payment of a fee: (A) a transfer by devise or descent or by operation of law upon the death of a partner, member or stockholder of REIT, (B) a sale or transfer of a partnership, shareholder or membership interest in REIT, whichever the case may be, by the current partner(s), shareholder(s) or member(s), as applicable, to an immediate family member (i.e., parents, spouses, siblings, children or grandchildren) of such partner, shareholder or member (or a trust for the benefit of any such persons), or (C) a transfer of the shares or membership interests in the REIT in connection with a public offering (and/or any other transfers required in order to effectuate such public offering and/or any other transfers associated with a public listing), provided that following such transfer any of Xxxx Xxxxxx, R. Xxxx Xxxx, Xxxxxxx X. Xxxxxx or Xxxxxxx X. Xxxxxxxx shall occupy the position of chief executive officer, chairman of the board of directors or president of such entity; or (ii) any change to Borrower’s organizational documents that would have a material adverse effect on its ability to own and operate its properties or perform the terms of the Loan No. 1003560 Loan Documents; or (iii) the failure of Borrower or its affiliate to remain as the developer and property manager for the Property; or
Change in Management or Control. The occurrence of any material ------------------------------- management or organizational change in Borrower or Guarantor, or in the partners, venturers or members of Borrower or Guarantor, including, without limitation, any partnership, joint venture or member dispute which Lender determines, in its sole and absolute discretion, shall have a material adverse effect on the Loan, on the Property and. Improvements, or on the ability of Borrower or its partners, venturers or members to perform their obligations under the Loan Documents; or
Change in Management or Control. The occurrence of any material management or organizational change in either of Borrower or Operating Lessee or in either of their respective partners, venturers or members, including, without limitation, any partnership, joint venture or member dispute which Lender determines, in its sole and absolute discretion, shall have a material adverse effect on the Loan, on the Property, or on the ability of Borrower or Operating Lessee or in either of their respective its partners, venturers or members to perform their obligations under the Loan Documents; provided, no material management or organizational change that constitutes a Permitted Transfer shall be deemed to be a Default; or
Change in Management or Control. The occurrence of any ------------------------------- management, organizational or other material change in the Borrower or the partners or venturers thereof, including, without limitation, partnership or joint venture disputes, which Lender determines, in its reasonable discretion, will have a material adverse effect on the Loan, the Leasehold Interest, the security for the Loan or upon Borrower's or its partners' and venturers' ability to perform their obligations under the Loan Documents, without Lender's prior written consent; provided, however, that Lender shall not unreasonably withhold or delay its consent to any (i) distribution to any general or limited partner of Borrower of such partner's respective interest therein or (ii) assignment or transfer by any general or limited partner of Borrower of its respective interest so distributed to any person or entity controlling, controlled by, or under common control with such general or limited partner (each an "Affiliate"), provided that (A) such distribution, assignment or transfer is made for the purpose of accomplishing a tax free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended, and (B) any and all such Affiliates agree to assume all of the liabilities and obligations of Borrower and such general or limited partner to Lender pursuant to a written instrument satisfactory to Lender.
