Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors; (ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or (iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or (iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or (v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 5 contracts
Sources: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 5 contracts
Sources: Credit Agreement (RLJ Lodging Trust), Term Loan Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty twenty-five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 3 contracts
Sources: Term Loan Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 30.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; or
Parent then in office (iii) excluding any individual whose initial nomination for, or assumption of office as, a member of such Board occurs as a result of an actual or threatened solicitation of proxies or consents for the Parent shall cease to own and control, directly election or indirectly, removal of one or more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); directors or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower trustees by any Person or group other than a solicitation for the Parentelection of one or more directors or trustees by or on behalf of the Board); or
(iviii) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 3 contracts
Sources: Credit Agreement (Kite Realty Group Trust), Term Loan Agreement (Kite Realty Group Trust), Credit Agreement (Kite Realty Group Trust)
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower Borrower. Notwithstanding the foregoing provisions of this Section 11.1., in the event of a Default or (B) the Parent, General Partner or Event of Default arising as a Wholly-Owned Subsidiary result of the Parent shall cease to be inclusion of any Hotel Property in the sole general partner Unencumbered Pool at any particular time of reference, if such Default or Event of Default is capable of being cured solely by the Borrower; or
(v) exclusion of such Hotel Property from the Unencumbered Pool, the Borrower shall cease be permitted a period not to own exceed fifteen (15) days from the occurrence of such Default or Event of Default (as applicable) to remove such Hotel Property from the Unencumbered Pool in accordance with, and controlsubject to, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Section 4.3.
Appears in 3 contracts
Sources: Term Loan Agreement (RLJ Lodging Trust), Term Loan Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 30.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orBorrower then in office;
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(viv) the Borrower The Parent shall cease to own and control, directly or indirectly, 100of record and beneficially, at least 75% of the outstanding Equity Interests of each Eligible Property Subsidiary the Borrower free and each other Subsidiary Guarantor clear of all Liens (other than Subsidiary Guarantors under clause Permitted Liens of the types referred to in clauses (viia), (b), (c) and (e) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative AgentPermitted Lien).
Appears in 3 contracts
Sources: Term Loan Agreement (U-Store-It Trust), Credit Agreement (U-Store-It Trust), Credit Agreement (U-Store-It Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than the Permitted Holders 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose appointment, election by such or nomination to the Board of Directors or whose nomination for election by the shareholders of the Parent Trustees was approved or recommended by a vote of a majority of the directors Trustees then still in office who either were either directors Trustees at the beginning of any such period or whose appointment, election or nomination for election was previously so approvedapproved or recommended) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; orParent then in office;
(iii) (A) The Parent, together with the Permitted Holders shall cease to own and control, directly or indirectly, at least 50.0% of the outstanding Equity Interests of the Borrower; or (B) the Parent shall cease to own and control, directly or indirectly, more than 85% a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 3 contracts
Sources: Credit Agreement (American Homes 4 Rent, L.P.), Amendment No. 1 to Amended and Restated Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent, L.P.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 50.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;Borrower; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent Borrower (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Borrower was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; or
Borrower then in office. Notwithstanding the foregoing provisions of this Section 10.1., if a Default or Event of Default shall occur solely as a result of a Property being treated as an Eligible Property that is not in fact an Eligible Property, such Default or Event of Default shall be deemed to not have occurred so long as the Borrower delivers to the Administrative Agent not later than 15 days from (iiix) the Parent shall cease to own and control, directly or indirectly, more than 85% date on which a Responsible Officer of the outstanding Equity Interests Borrower obtains knowledge of the Borrower, free occurrence of such Default or Event of Default and clear (y) the date on which the Borrower has received written notice of any Liens (other than in favor such Default or Event of Default from the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage each of the outstanding Equity Interests following: (1) written notice thereof and (2) a Compliance Certificate, prepared as of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control last day of the Borrower by any Person or group other than most recent fiscal quarter, evidencing compliance with the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parentcovenants set forth in Section 9.1. excluding such Property as an Eligible Property, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)as applicable.
Appears in 2 contracts
Sources: Credit Agreement (Washington Real Estate Investment Trust), Credit Agreement (Washington Real Estate Investment Trust)
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower Borrower. Notwithstanding the foregoing provisions of this Section 11.1., in the event of a Default or Event of Default arising as a result of (i) the inclusion of any Hotel Property in the Unencumbered Pool at any particular time of reference, or (Bii) the Parent, General Partner or a Wholly-Owned failure to make any Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under described in clause (viia)(i) of or (a)(ii) in the definition of “Required GuarantorSubsidiary Guarantors” a Subsidiary Guarantor (a “Joinder Default”), if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool, or in each the case free and clear of any liens a Joinder Default, by making such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14., the Borrower shall be permitted a period not to exceed fifteen (other than in favor 15) days from the earlier of (x) the date upon which a Responsible Officer of the Borrower obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative AgentAgent to remove such Hotel Property from the Unencumbered Pool in accordance with, and subject to, Section 4.3. (or in the case of a Joinder Default, to make such Subsidiary a Subsidiary Guarantor pursuant to the terms of Section 8.14.).
Appears in 2 contracts
Sources: Term Loan Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five fifteen percent (2515%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 2 contracts
Sources: Credit Agreement (NetSTREIT Corp.), Credit Agreement (NetSTREIT Corp.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of Spirit REIT (other than (A) those mutual funds or other similar entities permitted by Spirit REIT to do so under pass-through interpretation of their equity ownership or (B) those which do not receive the Parent entitled contractual rights to vote appoint directors of Spirit REIT in connection with the acquisition of voting stock (including for this purpose stock convertible to voting stock or any combination thereof), unless such right is obtained in connection with a merger or acquisition resulting in such person or group receiving the election right (directly or indirectly) to appoint a majority of directorsthe board of directors of Spirit REIT);
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such twelve (12-) month period constituted the Board of Directors (or equivalent body) of the Parent Spirit REIT (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Spirit REIT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orSpirit REIT then in office;
(iii) the Parent shall cease Spirit REIT ceases to own and control, directly or indirectly, more than 85% at least fifty-one percent (51%) of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be Spirit REIT or a Wholly Owned Subsidiary of Spirit REIT ceases to be the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent cease Borrower or ceases to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 2 contracts
Sources: Term Loan Agreement (Spirit Realty, L.P.), Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.)
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 2 contracts
Sources: Credit Agreement (RLJ Lodging Trust), Term Loan Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) (x) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock securities of the Parent, (y) the Parent entitled shall cease to vote for own, directly or indirectly, greater than 50% of the election partnership interests of directors;the Borrower or (z) the Parent ceases to, directly or indirectly, have the power to exercise management and control of the Borrower; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority two-thirds (2/3) of the Board of Directors (or equivalent body) Trustees of the ParentParent then in office; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the ParentPartner, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-any Wholly Owned Subsidiary of the Parent shall cease to be become the sole general partner of the Borrower; or
(viv) the Borrower The Parent shall cease to own and control, directly or indirectly, 100% be the sole member of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor General Partner.
(other than Subsidiary Guarantors under clause (viiz) of the definition of “Required Guarantor”), The Credit Agreement is further amended by restating Section 12.15 thereof in each case free and clear of any liens (other than in favor of the Administrative Agent).its entirety as follows:
Appears in 2 contracts
Sources: Term Loan Agreement (Federal Realty Investment Trust), Credit Agreement (Federal Realty Investment Trust)
Change of Control/Change in Management. (i) On and after the Effective Date, during any period of twelve (12) consecutive months ending on each anniversary of the Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office; (ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent shall cease to own and control, directly or indirectly, more greater than 8550% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent)Company; or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary shall cease to either (x) be the sole managing member of the Parent, Company or (By) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).Company;
Appears in 2 contracts
Sources: Credit Agreement (Park Hotels & Resorts Inc.), Credit Agreement (Park Hotels & Resorts Inc.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsdirectors (“Parent Voting Stock”); provided, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by a Person as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement; provided further, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by Borrower, the Principals, or any combination thereof, as a result of purchases of Parent Voting Stock by Borrower or the Principals or as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement;
(ii) During during any twelve‑month period of 12 consecutive months(whether before or after the Agreement Date), individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) were directors of the Parent (together with any new directors whose election by such Board board of Directors directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease approved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for any reason to constitute at least a majority the election or removal of the Board of Directors (one or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower directors by any Person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors) shall cease for any reason (other than death or mental or physical disability) to constitute a majority of the board of directors of the Parent; or;
(iviii) (A) General Partner the general partner of the Borrower shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner Parent or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or Borrower; or
(Biv) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and controlbeneficially own, directly or indirectly, 100% at least sixty-five percent (65%) of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Borrower.
Appears in 2 contracts
Sources: Credit Agreement (CBL & Associates Properties Inc), Credit Agreement (CBL & Associates Properties Inc)
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner The Parent Guarantor or a Wholly-Owned Subsidiary of the Parent Guarantor shall cease to be the sole general partner of the Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower Borrower. Notwithstanding the foregoing provisions of this Section 11.1, in the event of a Default or Event of Default arising as a result of (i) the inclusion of any Hotel Property in the Unencumbered Pool at any particular time of reference or (Bii) the Parentfailure to make any Subsidiary described in Section 8.14 a Subsidiary Guarantor (a “Joinder Default”), General Partner if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property from the Unencumbered Pool or, in the case of a Wholly-Owned Joinder Default, by making such Subsidiary a Subsidiary Guarantor pursuant to the terms of the Parent shall cease to be the sole general partner of the Borrower; or
(v) Section 8.14, the Borrower shall cease be permitted a period not to own and control, directly or indirectly, 100% exceed fifteen (15) days from the earlier of (x) the date upon which a Responsible Officer of the outstanding Equity Interests Borrower obtains knowledge of each Eligible such Default or Event of Default (as applicable) or (y) the date upon which the Borrower has received written notice of such Default or Event of Default from the Administrative Agent to remove such Hotel Property from the Unencumbered Pool by delivering an updated Compliance Certificate, prepared as of the last day of the most recent fiscal quarter, evidencing compliance with the covenants set forth in Section 10.1 as if such Hotel Property had not been included in the Unencumbered Pool or, in the case of a Joinder Default, to make such Subsidiary and each other a Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) pursuant to the terms of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Section 8.14.
Appears in 2 contracts
Sources: Credit Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 33% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orParent then in office;
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(viv) the Borrower shall cease to own and control, directly or indirectly, 100% If any of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) individuals that are Senior Officers of the definition of “Required Guarantor”), in each case free and clear of Parent cease for any liens (other than in favor reason to be Senior Officers of the Administrative Agent)Parent, and the Parent shall have failed to replace the resulting vacancies with individuals having comparable industry experience within a period of 180 days.
Appears in 2 contracts
Sources: Term Loan Agreement (Piedmont Office Realty Trust, Inc.), Credit Agreement (Piedmont Office Realty Trust, Inc.)
Change of Control/Change in Management. (i) (x) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock securities of the Parent, (y) the Parent entitled shall cease to vote for own, directly or indirectly, greater than 50% of the election partnership interests of directors;the Borrower or (z) the Parent ceases to, directly or indirectly, have the power to exercise management and control of the Borrower; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority two-thirds (2/3) of the Board of Directors (or equivalent body) Trustees of the ParentParent then in office; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the ParentPartner, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-any Wholly Owned Subsidiary of the Parent shall cease to be become the sole general partner of the Borrower; or
(viv) the Borrower The Parent shall cease to own and control, directly or indirectly, 100% be the sole member of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)General Partner.
Appears in 2 contracts
Sources: Term Loan Agreement (Federal Realty OP LP), Credit Agreement (Federal Realty OP LP)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than the Permitted Holders 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month 12‑month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose appointment, election by such or nomination to the Board of Directors or whose nomination for election by the shareholders of the Parent Trustees was approved or recommended by a vote of a majority of the directors Trustees then still in office who either were either directors Trustees at the beginning of any such period or whose appointment, election or nomination for election was previously so approvedapproved or recommended) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; orParent then in office;
(iii) (A) The Parent, together with the Permitted Holders shall cease to own and control, directly or indirectly, at least 60.0% of the outstanding Equity Interests of the Borrower; or (B) the Parent shall cease to own and control, directly or indirectly, more than 85% a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 19.9% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsChesapeake Lodging Trust;
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent Chesapeake Lodging Trust (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Chesapeake Lodging Trust was approved by a vote of a majority of the directors trustees then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the ParentChesapeake Lodging Trust then in office; or
(iii) Chesapeake Lodging Trust shall cease to be the Parent sole general partner of Chesapeake Lodging, L.P., or shall cease to own and control, directly or indirectly, more than 85at least 80.1% of the outstanding Equity Interests of partnership interests in the BorrowerChesapeake Lodging, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the ParentL.P.; or
(iv) (A) General Partner The Borrower shall cease to be a Wholly Owned Subsidiary of the ParentChesapeake Lodging, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the BorrowerL.P.; or
(v) the Borrower The Operating Lessee shall cease to own and controlbe a Wholly Owned Subsidiary of Chesapeake Lodging, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).L.P.
Appears in 1 contract
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Closing Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent shall cease to own and control, directly or indirectly, more greater than 8550% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; orCompany;
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, Parent shall cease to either (Bx) be the Parent, General Partner or a Wholly-Owned Subsidiary sole managing member of the Parent cease to Company or (y) have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; orCompany;
(v) the Borrower The Company shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of PK Domestic LLC or any other Borrower (in each Eligible Property Subsidiary and each case, other Subsidiary Guarantor than Acceptable Preferred Equity Interests); or
(vi) The occurrence of any “change of control” or similar event under any Indebtedness (other than Subsidiary Guarantors under clause (viiNonrecourse Indebtedness) of the definition Parent or any of “Required Guarantor”)its Subsidiaries with an aggregate principal amount of $75,000,000 or more which results in a default under such Indebtedness beyond the period of grace (if any) or any declaration of such Indebtedness to be due and payable prior to the scheduled maturity thereof. Notwithstanding the foregoing provisions of this Section 11.1., in each case free and clear the event of a Default or Event of Default arising as a result of the inclusion of any liens Hotel Property as an Eligible Property at any particular time of reference, if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property as an Eligible Property, the Company shall be permitted a period not to exceed fifteen (other than in favor 15) days from the earlier of (x) the date upon which a Responsible Officer of the Company obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Company has received written notice of such Default or Event of Default from the Administrative Agent), to exclude such Hotel Property as an Eligible Property by delivering to the Administrative Agent each of the following: (1) written notice thereof and (2) a Compliance Certificate, prepared for each fiscal period in which such Hotel Property was included as an Eligible Property but was not in fact an Eligible Property, evidencing compliance with the financial covenants set forth in Section 10.1. for such period, excluding such Hotel Property as an Eligible Property, as applicable.
Appears in 1 contract
Sources: Delayed Draw Term Loan Agreement (Park Hotels & Resorts Inc.)
Change of Control/Change in Management. A. During any period of twelve (i12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
B. Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the C. The Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner D. The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (iiv) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(v) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(iivi) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the The Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(ivvii) (A) General Partner The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than the Permitted Holders 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; orParent then in office;
(iii) (A) The Parent, together with the Permitted Holders shall cease to own and control, directly or indirectly, at least 60.0% of the outstanding Equity Interests of the Borrower; or (B) the Parent shall cease to own and control, directly or indirectly, more than 85% a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any (A) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) 20% of the total voting power of the then outstanding voting stock shares of the Parent entitled to vote for other than such Persons who are, as of the election Agreement Date, current officers or trustees of directors;
the Parent, or Affiliates of current officers or trustees of the Parent or (iiB) During during any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors Trustees of the Parent then in office;
(ii) If three or equivalent bodymore of the following five individuals shall cease for any reason (other than death, disability or resignation) to be principally involved in the senior management of the Parent: ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (each a “Principal Officer”);
(iii) If three or more of the Principal Officers shall die, become disabled or resign and the Parent shall have failed to replace the resulting vacancies in senior management with individuals reasonably acceptable to the Agent and the Requisite Lenders and such failure shall continue for a period in excess of 120 days; or
(iiiiv) The Parent or a Wholly Owned Subsidiary of the Parent that is a Guarantor shall cease (A) to be the sole general partner of the Borrower or (B) to own and control, directly or indirectly, more than 85at least 80.0% (or such lesser percentage as may be acceptable to the Agent) of the outstanding Equity Interests all partnership interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Term Loan Agreement (Pennsylvania Real Estate Investment Trust)
Change of Control/Change in Management. (i) (x) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock securities of the Parent, (y) the Parent entitled shall cease to vote for own, directly or indirectly, greater than 50% of the election partnership interests of directors;the Borrower Representative or (z) the Parent ceases to, directly or indirectly, have the power to exercise management and control of the Borrower Representative; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors (or equivalent body) Trustees of the Parent (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority two-thirds (2/3) of the Board of Directors (or equivalent body) Trustees of the ParentParent then in office; or
(iii) Any Person other than the General Partner, the Parent or any Wholly Owned Subsidiary of the Parent shall become the general partner of the Borrower Representative;
(iv) The Parent shall cease to own and control, directly or indirectly, more than 85% be the sole member of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the ParentGeneral Partner; or
(ivv) (A) General Partner shall cease So long as FRIT San ▇▇▇▇ is a Borrower hereunder, FRIT San ▇▇▇▇ ceases to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Representative.
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 8575% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be the Parent or a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner Parent or a Wholly-Wholly Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsdirectors (“Parent Voting Stock”); provided, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by a Person as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower’s partnership agreement; provided further, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by Borrower, the Principals, or any combination thereof, as a result of purchases of Parent Voting Stock by Borrower or the Principals or as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower’s partnership agreement;
(ii) During during any twelve‑month period of 12 consecutive months(whether before or after the Agreement Date), individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) were directors of the Parent (together with any new directors whose election by such Board board of Directors directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease approved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for any reason to constitute at least a majority the election or removal of the Board of Directors (one or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower directors by any Person or group other than a solicitation for the election of one or more directors by or on behalf of the board of directors) shall cease for any reason (other than death or mental or physical disability) to constitute a majority of the board of directors of the Parent; or;
(iviii) (A) General Partner the general partner of the Borrower shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner Parent or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or Borrower; or
(Biv) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and controlbeneficially own, directly or indirectly, 100% at least sixty-five percent (65%) of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Borrower.
Appears in 1 contract
Sources: Term Loan Agreement (CBL & Associates Properties Inc)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 1934, as amended (the “Exchange Act”)), other than members of the ▇▇▇▇ Family, 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 25.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason other than the death or incapacity of a director to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orParent then in office;
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85at least 51% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (Saul Centers Inc)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) % of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority two-thirds of the Board of Directors (or equivalent body) of the ParentParent then in office; or
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or Borrower. Notwithstanding anything to the contrary in this Section, (Bi) the Parentfailure of any Loan Party to perform or observe any term, General Partner covenant, condition or agreement contained any New York Mortgage to which it is a Wholly-Owned Subsidiary party shall not constitute a Default or Event of Default and (ii) the occurrence of a Default or Event of Default (as defined in any New York Mortgage) shall not constitute a Default or Event of Default; provided, however, the preceding shall in no way limit or impair the rights of the Parent shall cease Agent and the Lenders with respect to be any Default or Event of Default resulting from the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear failure of any liens (Loan Party to perform or observe the same or any similar term, covenant, condition or agreement contained in any other than in favor of the Administrative Agent)Loan Document.
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of Spirit REIT (other than (A) those mutual funds or other similar entities permitted by Spirit REIT to do so under pass-through interpretation - 80 - of their equity ownership or (B) those which do not receive the Parent entitled contractual rights to vote appoint directors of Spirit REIT in connection with the acquisition of voting stock (including for this purpose stock convertible to voting stock or any combination thereof), unless such right is obtained in connection with a merger or acquisition resulting in such person or group receiving the election right (directly or indirectly) to appoint a majority of directorsthe board of directors of Spirit REIT);
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such twelve (12-) month period constituted the Board of Directors (or equivalent body) of the Parent Spirit REIT (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Spirit REIT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orSpirit REIT then in office;
(iii) the Parent shall cease Spirit REIT ceases to own and control, directly or indirectly, more than 85% at least fifty-one percent (51%) of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be Spirit REIT or a Wholly Owned Subsidiary of Spirit REIT ceases to be the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent cease Borrower or ceases to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 50.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;Borrower; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent Borrower (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Borrower was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; or
Borrower then in office. Notwithstanding the foregoing provisions of this Section 10.1., if a Default or Event of Default shall occur solely as a result of a Property being treated as an Eligible Property that is not in fact an Eligible Property, such Default or Event of Default shall be deemed to not have occurred so long as the Borrower delivers to the Administrative Agent not later than 15 days from (iiix) the Parent shall cease to own and control, directly or indirectly, more than 85% date on which a Responsible Officer of the outstanding Equity Interests Borrower obtains knowledge of the Borrower, free occurrence of such Default or Event of Default and clear (y) the date on which the Borrower has received written notice of any Liens (other than in favor such Default or Event of Default from the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage each of the outstanding Equity Interests following: (1) written notice thereof and (2) a Compliance Certificate, prepared as of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control last day of the Borrower by any Person or group other than most recent fiscal quarter, evidencing compliance with the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parentcovenants set forth in Section 9.1. excluding such Property as an Eligible Property, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).as applicable. LEGAL02/40926073v6
Appears in 1 contract
Sources: Credit Agreement (Elme Communities)
Change of Control/Change in Management. (i) Any “"person” " or “"group” " (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsdirectors ("Parent Voting Stock"); provided, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by a Person as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement; provided further, however, this clause shall not apply to any Parent Voting Stock acquired after the date hereof by Borrower, the Principals, or any combination thereof, as a result of purchases of Parent Voting Stock by Borrower or the Principals or as a result of the conversion of limited partnership interests in the Borrower into Parent Voting Stock in accordance with Borrower's partnership agreement;
(ii) During during any twelve-month period of 12 consecutive months(whether before or after the Agreement Date), individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) were directors of the Parent shall cease for any reason (together with any new directors whose election by such Board of Directors other than death or whose nomination for election by the shareholders of the Parent was approved by a vote of mental or physical disability) to constitute a majority of the board of directors then still in office who were either directors at of the beginning of such period or whose election or nomination for election was previously so approvedParent;
(iii) C▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall cease for any reason to constitute at least a majority of be principally involved in the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests senior management of the Borrower, free the Management Company and clear the Parent and (A) one hundred eighty (180) days following such cessation the Borrower, the Management Company and the Parent shall have failed to replace the resulting vacancy with an individual (or individuals) reasonably acceptable to the Requisite Lenders and (B) at least two of any Liens (other than J▇▇▇ ▇. ▇▇▇, B▇▇ ▇. ▇▇▇▇▇▇▇▇, S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall not be principally involved in favor the senior management of the Administrative Agent); or Borrower, the Management Company and the Parent;
(iv) the Principals shall, at any Person or group shall time, cease to beneficially own, directly or indirectly, an equal or greater percentage in the aggregate, at least five percent (5%) of the outstanding Equity Interests voting stock of the Parent or at least five percent (5%) of the outstanding operating units of the Borrower (such ownership percentages to be adjusted to reflect the effect of any division, reclassification, stock or equity dividend and any other similar dilutive events);
(v) the Principals, the Parent or any combination thereof shall cease to beneficially own, directly or indirectly, in the aggregate, capital stock or securities of the Management Company representing more than fifty percent (50%) of the percentage held by aggregate voting power of all classes of capital stock and securities of the ParentManagement Company entitled to vote for the election of directors; provided, however, the provisions of this clause shall no longer apply if the Management Company shall have merged with the Borrower or the acquisition of direct or indirect Control of Parent and the Borrower by any Person or group other than the ParentParent is the surviving entity; or
(ivvi) (A) General Partner the general partner of the Borrower shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 25.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority at least two-thirds of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orBorrower then in office;
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(viv) the Borrower The Parent shall cease to own and control, directly or indirectly, 100of record and beneficially, at least 75% of the outstanding Equity Interests of each Eligible Property Subsidiary the Borrower free and each other Subsidiary Guarantor clear of all Liens (other than Subsidiary Guarantors under clause Permitted Liens of the types referred to in clauses (viia), (b), (c) and (e) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative AgentPermitted Lien).
Appears in 1 contract
Sources: Credit Agreement (U-Store-It Trust)
Change of Control/Change in Management. (i) On and after the Revolving Credit Effective Date, during any period of twelve (12) consecutive months ending on each anniversary of the Revolving Credit Effective Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors of the Parent (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Parent then in office (it being acknowledged and agreed that the election or appointment of the Board of Directors of the Parent substantially concurrently with the date of the consummation of the Spin-Off shall not violate this clause (l)(i));
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent shall cease to own and control, directly or indirectly, more greater than 8550% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; orCompany;
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, Parent shall cease to either (Bx) be the Parent, General Partner or a Wholly-Owned Subsidiary sole managing member of the Parent cease to Company or (y) have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; orCompany;
(v) the Borrower The Company shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each any other Subsidiary Guarantor Borrower (other than Subsidiary Guarantors Acceptable Preferred Equity Interests); or
(vi) the occurrence of any “change of control” or similar event under clause any Indebtedness (viiother than Nonrecourse Indebtedness) of the definition Parent or any of “Required Guarantor”)its Subsidiaries with an aggregate principal amount of $75,000,000 or more which results in a default under such Indebtedness beyond the period of grace (if any) or any declaration of such Indebtedness to be due and payable prior to the scheduled maturity thereof. Notwithstanding the foregoing provisions of this Section 11.1., in each case free and clear the event of a Default or Event of Default arising as a result of the inclusion of any liens Hotel Property as an Eligible Property at any particular time of reference, if such Default or Event of Default is capable of being cured solely by the exclusion of such Hotel Property as an Eligible Property, the Company shall be permitted a period not to exceed fifteen (other than in favor 15) days from the earlier of (x) the date upon which a Responsible Officer of the Company obtains knowledge of such Default or Event of Default (as applicable) or (y) the date upon which the Company has received written notice of such Default or Event of Default from the Administrative Agent), to exclude such Hotel Property as an Eligible Property by delivering to the Administrative Agent each of the following: (1) written notice thereof and (2) a Compliance Certificate, prepared for each fiscal period in which such Hotel Property was included as an Eligible Property but was not in fact an Eligible Property, evidencing compliance with the financial covenants set forth in Section 10.1. for such period, excluding such Hotel Property as an Eligible Property, as applicable.
Appears in 1 contract
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the IPO, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner The Parent Guarantor or a wholly-owned Subsidiary of the Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower Borrower. Notwithstanding the foregoing provisions of this Section 11.1., in the event of a Default or (B) the Parent, General Partner or Event of Default arising as a Wholly-Owned Subsidiary result of the Parent shall cease to be inclusion of any Hotel Property in the sole general partner Unencumbered Pool at any particular time of reference, if such Default or Event of Default is capable of being cured solely by the Borrower; or
(v) exclusion of such Hotel Property from the Unencumbered Pool, the Borrower shall cease be permitted a period not to own exceed fifteen (15) days from the occurrence of such Default or Event of Default (as applicable) to remove such Hotel Property from the Unencumbered Pool in accordance with, and controlsubject to, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)Section 4.3.
Appears in 1 contract
Sources: Credit Agreement (RLJ Lodging Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (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 passage of time), directly or indirectly, of more than twenty five percent (25%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
or LEGAL 4867-4266-3982v.3 (iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (NETSTREIT Corp.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), is or becomes the 98 “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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535%) of the total voting power of the then outstanding voting stock of Spirit REIT (other than (A) those mutual funds or other similar entities permitted by Spirit REIT to do so under pass-through interpretation of their equity ownership or (B) those which do not receive the Parent entitled contractual rights to vote appoint directors of Spirit REIT in connection with the acquisition of voting stock (including for this purpose stock convertible to voting stock or any combination thereof), unless such right is obtained in connection with a merger or acquisition resulting in such person or group receiving the election right (directly or indirectly) to appoint a majority of directorsthe board of directors of Spirit REIT);
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such twelve (12-) month period constituted the Board of Directors (or equivalent body) of the Parent Spirit REIT (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Spirit REIT was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orSpirit REIT then in office;
(iii) the Parent shall cease Spirit REIT ceases to own and control, directly or indirectly, more than 85% at least fifty-one percent (51%) of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be Spirit REIT or a Wholly Owned Subsidiary of Spirit REIT ceases to be the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent cease Borrower or ceases to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) During any period of twelve (12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office;
(ii) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the The Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-12 month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approvedapproved but excluding any director whose initial nomination for, or assumption of office as, a director occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orParent then in office;
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85at least 50% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, Parent shall (A) cease to be the sole general partner of the Borrower or (B) the Parentsubject to customary rights of limited partners, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (American Realty Capital Properties, Inc.)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 15% of the total voting power of the then outstanding voting stock of CRT (for purposes of this subsection the Parent entitled to vote for outstanding voting stock of CRT shall include any voting stock of the election Operating Partnership that is convertible into, or exchangeable for, shares of directorsvoting stock of CRT);
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month 12?month period constituted the Board of Directors (or equivalent body) of the Parent Borrower (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Borrower was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; orBorrower then in office;
(iii) If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ceases for any reason to be principally involved in the Parent senior management of CRT, and CRT shall cease have failed to own and control, directly or indirectly, more than 85% replace the resulting vacancy in senior management with an individual reasonably acceptable to the Requisite Lenders within a period of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent60 days; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease CRT ceases either to be the sole general partner of the Borrower; or
(v) the Borrower shall cease or to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) Interest of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor sole general partner of the Administrative Agent).Operating Partnership;
Appears in 1 contract
Change of Control/Change in Management. During any period of twelve (i12) consecutive months ending on each anniversary of the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Trustees of the Parent Guarantor (together with any new trustees whose election by such Board or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the trustees then still in office who were either trustees at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Trustees of the Parent Guarantor then in office; · Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 35% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;
(ii) During any period of 12 consecutive months, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Guarantor; · The Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the Parent; or
(iii) the Parent Guarantor shall cease to own and control, directly or indirectly, more than 85% at least a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor ; or · The Parent Guarantor or a wholly-owned Subsidiary of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner Parent Guarantor shall cease to be a Wholly Owned Subsidiary the sole general partner of the Parent, (B) the Parent, General Partner Borrower or a Wholly-Owned Subsidiary of the Parent shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) % of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsParent;
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority three-fifths of the Board of Directors (or equivalent body) of the ParentParent then in office; or
(iii) the The Parent shall cease to own and control, directly or indirectly, more than 85% of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or Borrower. Notwithstanding anything to the contrary in this Section, (Bi) the Parentfailure of any Loan Party to perform or observe any term, General Partner covenant, condition or agreement contained in any New York Mortgage or in the Pledge Agreement to which it is a Wholly-Owned Subsidiary party shall not constitute a Default or Event of Default and (ii) the occurrence of a Default or Event of Default (as defined in any New York Mortgage or in the Pledge Agreement) shall not constitute a Default or Event of Default; provided, however, the preceding shall in no way limit or impair the rights of the Parent shall cease Agent and the Lenders with respect to be any Default or Event of Default resulting from the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear failure of any liens (Loan Party to perform or observe the same or any similar term, covenant, condition or agreement contained in any other than in favor of the Administrative Agent)Loan Document.
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 50.0% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;Borrower; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month 12‑month period constituted the Board of Directors (or equivalent body) Trustees of the Parent Borrower (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Borrower was approved by a vote of a majority of the directors trustees then still in office who were either directors trustees at the beginning of such period or whose election or Execution Version nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the Parent; or
Borrower then in office. Notwithstanding the foregoing provisions of this Section 10.1., if a Default or Event of Default shall occur solely as a result of a Property being treated as an Eligible Property that is not in fact an Eligible Property, such Default or Event of Default shall be deemed to not have occurred so long as the Borrower delivers to the Administrative Agent not later than 15 days from (iiix) the Parent shall cease to own and control, directly or indirectly, more than 85% date on which a Responsible Officer of the outstanding Equity Interests Borrower obtains knowledge of the Borrower, free occurrence of such Default or Event of Default and clear (y) the date on which the Borrower has received written notice of any Liens (other than in favor such Default or Event of Default from the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage each of the outstanding Equity Interests following: (1) written notice thereof and (2) a Compliance Certificate, prepared as of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control last day of the Borrower by any Person or group other than most recent fiscal quarter, evidencing compliance with the Parent; or
(iv) (A) General Partner shall cease to be a Wholly Owned Subsidiary of the Parentcovenants set forth in Section 9.1. excluding such Property as an Eligible Property, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent)as applicable.
Appears in 1 contract
Sources: Term Loan Agreement (Washington Real Estate Investment Trust)
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 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 passage of time), directly or indirectly, of more than twenty five percent (25%) 10% of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directorsGuarantor;
(ii) During any period of 12 twelve (12) consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) Trustees of the Parent Guarantor (together with any new directors trustees whose election by such Board of Directors or whose nomination for election by the shareholders of the Parent Guarantor was approved by a vote of a majority of the directors trustees then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) Trustees of the ParentParent Guarantor then in office; or
(iii) The Parent Guarantor shall cease to be the Parent sole general partner of the Borrower or shall cease to own and control, directly or indirectly, more than 85at least 90% of the outstanding Equity Interests of partnership interests in the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner Any Subsidiary Guarantor or Operating Lessee shall cease to be a Wholly Owned Subsidiary of the Parent, (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Change of Control/Change in Management. (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than PSA, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities 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 passage of time), directly or indirectly, of more than twenty thirty-five percent (2535.0%) of the total voting power of the then outstanding voting stock of the Parent entitled to vote for the election of directors;Parent; or
(ii) During any period of 12 consecutive monthsmonths ending after the Agreement Date, individuals who at the beginning of any such 12-month period constituted the Board of Directors (or equivalent body) of the Parent (together with any new directors whose appointment, election or nomination by such Board of Directors or whose nomination for election by the shareholders of the Parent was approved or recommended by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) approved or recommended cease for any reason to constitute at least a majority of the Board of Directors (or equivalent body) of the ParentParent then in office; or
(iii) (A) The Parent shall cease to own and control, directly or indirectly, at least 50.0% of the outstanding Equity Interests of the Borrower; or (B) the Parent shall cease to own and control, directly or indirectly, more than 85% a majority of the outstanding Equity Interests of the Borrower, free and clear of any Liens (other than in favor of the Administrative Agent); or any Person or group shall own, directly or indirectly, an equal or greater percentage of the outstanding Equity Interests of the Borrower than the percentage held by the Parent; or the acquisition of direct or indirect Control of the Borrower by any Person or group other than the Parent; or
(iv) (A) General Partner shall cease to be The Parent or a Wholly Owned Subsidiary of the Parent, (B) Parent shall cease to be the Parent, General Partner or a Wholly-Owned Subsidiary sole general partner of the Parent Borrower or shall cease to have the sole and exclusive power to exercise all management and control over the Borrower or (B) the Parent, General Partner or a Wholly-Owned Subsidiary of the Parent shall cease to be the sole general partner of the Borrower; or
(v) the Borrower shall cease to own and control, directly or indirectly, 100% of the outstanding Equity Interests of each Eligible Property Subsidiary and each other Subsidiary Guarantor (other than Subsidiary Guarantors under clause (vii) of the definition of “Required Guarantor”), in each case free and clear of any liens (other than in favor of the Administrative Agent).
Appears in 1 contract
Sources: Revolving Credit Agreement (Ps Business Parks, Inc./Md)