Change of Control of Tenant Sample Clauses

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Change of Control of Tenant. If the Tenant is a private corporation, any transfer, creation, issuance, sale, assignment, bequest, inheritance, trust, or other disposition or dealing with the shares or voting rights or amalgamation or other reorganization that results in a change in the control of the corporation by reason of ownership of greater than 50% of the voting shares of the corporation being held by a person or group of persons will be deemed for the purposes hereof to be a Transfer. This section 14.2 will not apply with respect to the change of control of a corporation whose shares are listed on a recognized security exchange.
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Change of Control of Tenant. (Where the Tenant is a company) if there is a Change of Control of the Tenant company the Landlord may within 12 months of such event by written notice terminate this lease and such notice is to have effect on the date stated in it.
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Change of Control of Tenant. If, during the Term, any Parent or Affiliate (each a "TRANSFEROR") of Tenant has elected to transfer its interest in Tenant to a third party which is not an Affiliate of Tenant which, for the purposes of this Agreement shall only be permitted (i) in conjunction with the sale of all, or substantially all, of Transferor's hotel management businesses and (ii) with the consent of Landlord, not to be unreasonably withheld, conditioned or delayed (a "PERMITTED TRANSFER"), then such Permitted Transfer shall be made only upon the following terms and conditions: (a) Transferor shall give written notice of the proposed Permitted Transfer to Landlord (the "SALE NOTICE"); (b) Landlord shall have thirty (30) days from the date of receipt of the Sale Notice to provide Transferor with written notice (the "PURCHASE NOTICE") of Landlord's intention to purchase, in Landlord's name or in the name of Landlord's designee, Transferor's interest in Tenant at the then Fair Market Value of such interest (the "PURCHASE"); (c) If Landlord elects to make the Purchase, then any parties holding remaining interests in Tenant (each a "THIRD PARTY") shall have the right, but not the obligation, to require Landlord to purchase (the "REQUIRED PURCHASE") such remaining interests in the Tenant at the then Fair Market Value of such interests by delivering to Landlord, no later than fifteen (15) days from Transferor's receipt of the Purchase Notice, written notice (the "THIRD PARTY NOTICE") of such Third Party's Required Purchase election; (d) If any Third Party fails to exercise its Required Purchase election as provided in subparagraph (c) above, then such Third Party shall be deemed to have unconditionally consented to (i) the admission of Landlord as a [limited][general] partner in Tenant and (ii) the amendment of Tenant's partnership agreement to provide that said remaining Third Party shall not transfer its interests in Tenant except as provided for in this SECTION 22.22; (e) The closing of the Purchase, and, if applicable, the Required Purchase, shall occur within sixty (60) days from the later to occur of (x) delivery of the Sale Notice or (y) delivery of the Third Party Notice; (f) If the parties fail to agree on the Fair Market Value of the respective interests in Tenant, the matter shall be referred to arbitration as provided for in ARTICLE 23; provided, however, unless and until the Fair Market Value of the respective interests in Tenant have been fully determined, Landlord shall ha...
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Change of Control of Tenant. Sales aggregating more than fifty percent (50%) of the voting stock of Tenant, and other changes of control of Tenant shall be deemed to be an assignment of this Lease and subject to the provisions of Article 11.02.
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Change of Control of Tenant. (a) Where the Tenant is a corporation other than a listed public company a change in shareholding (including any variation in the beneficial ownership of the shares) of the Tenant or its holding company (unless the holding company is a listed public company) that gives control of the Tenant to a different person or group of persons will be deemed to be an assignment of this Lease with the proposed new shareholders, beneficial owners or management treated as the proposed new lessee. (b) Where the Tenant is a trustee other than a trustee of a unit trust listed on an Australian Stock Exchange any change in the beneficiaries of the trust, the appointor or other similar position effectively altering the control of the trust to a different person or group of persons will be deemed to be an assignment of this Lease with the proposed new beneficiaries, appointor or other person treated as the proposed new lessee.
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Change of Control of Tenant. If at any time during the term of this Lease any part or all of the corporate shares of Tenant (if Tenant is a corporation), or the interest of any proprietor of Tenant (if Tenant is a proprietorship), or the interest of any member of Tenant (if Tenant is a limited liability company), or the interest of any partner of Tenant (if Tenant is a partnership) shall be transferred by sale, assignment, bequest, inheritance, operation of law or other disposition so as to result in a change in the control of Tenant, Tenant shall promptly notify Landlord, in writing, of such change.
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Related to Change of Control of Tenant

  • Change of Control of the Company 93A) The Secretary of State may at any time by notice in writing, subject to clause 93C) below, terminate this Agreement forthwith (or on such other date as he may in his absolute discretion determine) in the event that there is a change:

  • Upon a Change of Control Upon a Change of Control (as defined in Section 6 hereof) the following shall occur: (i) at the time of the consummation of such Change of Control, 25% of any then unvested stock options held by you at such time that were granted on or prior to the Amendment Date shall vest as of the date of the consummation of such Change of Control (notwithstanding any contrary provision in any agreement evidencing such stock options) with such vesting reducing the number of shares subject to such stock options that would otherwise vest on each subsequent vesting date by 25%. (ii) if, within one year following the date of the consummation of such Change of Control, the Company or any successor thereto terminates your employment other than for Cause, or you terminate your employment for Good Reason, then, in lieu of any payments to you or on your behalf under Section 5(a) hereof, (A) the Company shall pay to you a lump sum payment equal to the sum of (x) your then-current annual base salary plus (y) your target bonus amount for the year in which such termination occurs, which amount shall be paid to you as provided in Section 5(f) below; (B) 100% of any then unvested equity and equity-based awards, including, but not limited to, stock options, held by you at the time of such termination shall fully vest, effective upon the date of such termination (notwithstanding any contrary provision in any agreement evidencing such equity or equity-based awards); and (C) if you are participating in the Company’s group health plan and/or dental plan at the time your employment terminates pursuant to this Section 5(c)(ii) and you exercise your right to continue participation in those plans under COBRA, the Company will pay or, at its option, reimburse you, on a monthly basis, for the full monthly premium cost of that participation for the 12 months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (and/or, if applicable, dental) plan of a new employer, it being understood that, to the extent that the payment of the base salary contemplated by clause (A)(x) of this Section 5(c)(ii) in a lump sum would result in adverse tax consequences under Section 409A, such payment shall instead be paid at the same time and in the same form as provided in Section 5(a)(i)(A) hereof.

  • 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).

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Offer to Purchase upon Change of Control (a) If a Change of Control occurs, unless the Borrower has previously or concurrently mailed a prepayment notice with respect to all the outstanding Loans pursuant to Section 2.05(a), the Borrower shall make an offer to prepay all of the Loans pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of prepayment. Within 30 days following any Change of Control, the Borrower shall deliver a notice of such Change of Control Offer to the Administrative Agent, the Administrative Agent shall promptly deliver such notice to each Lender to the address of such Lender appearing in the Register, with the following information: (1) that a Change of Control Offer is being made pursuant to this Section 6.09 and that all Loans properly submitted pursuant to such Change of Control Offer will be prepaid by the Borrower; (2) the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (3) that any Loan not properly accepted will remain outstanding and continue to accrue interest; (4) that unless the Borrower defaults in the payment of the Change of Control Payment, all Loans accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Lenders electing to have any Loans prepaid pursuant to a Change of Control Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrower to prepay such Loans, provided that the Administrative Agent receives, not later than the close of business on the 30th day following the date of the Change of Control notice, a telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of Loans to be prepaid, and a statement that such Lender is withdrawing its election to have such Loans prepaid; (7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control; and (8) that if the Borrower is repaying less than all of the Loans, the Lenders of the remaining Loans will hold Loans in a principal amount equal to the amount of the Loans not prepaid. The non-repaid portion of the Loans must be equal to a minimum of $2,000 or an integral multiple of $1,000 in each case in principal amount; and (9) the other instructions, as determined by the Borrower, consistent with this Section 6.09, that a Lender must follow. The notice, if mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not a Lender receives such notice. If (a) the notice is mailed in a manner herein provided and (b) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the prepayment of the Loans as to all other Lenders that properly received such notice without defect. (b) On the Change of Control Payment Date, the Borrower will, to the extent permitted by law, (1) prepay all Loans or portions thereof properly accepted in accordance with Section 6.09 and pursuant to the Change of Control Offer, and (2) deposit with the Administrative Agent an amount equal to the aggregate Change of Control Payment in respect of all Loans or portions thereof accepted for prepayment. (c) The Borrower shall not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Agreement applicable to a Change of Control Offer made by the Borrower and prepays all Loans validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.