Common use of Transfer of Majority Interest Clause in Contracts

Transfer of Majority Interest. As long as there is no existing Tenant Default, the prior Approval of City will not be required with respect to any Transfer of a Majority Interest of Tenant or its parent company or with respect to any Estate Planning Transfer (as defined below) as long as such Transfer of Majority Interest or Estate Planning Transfer complies with the following conditions: (i) the respective duties and responsibilities of Tenant and Team under this Agreement do not change, (ii) any such Transfer of Majority Interest or Estate Planning Transfer is approved by the EL and/or MiLB, (iii) no Tenant Default is caused by any such Transfer of Majority Interest, (iv) Tenant, its Ownership Group and any new Control Person(s) of Tenant and its Ownership Group, respectively, will continue to be bound by the terms of the Non-Relocation Agreement, and (v) to the extent permitted by any applicable confidentiality agreements related to such Transfer of Majority Interest, prior notice of such Transfer of Majority Interest is given to City. All other Transfers of Majority Interest of Tenant or its Ownership Group will require the prior Approval of City, which shall not be unreasonably withheld. To the extent that Tenant or its Ownership Group, as applicable, have not otherwise provided notice to City of any Transfer of Majority Interest because of contractual confidentiality provisions or otherwise, Tenant or its Ownership Group, as applicable, shall provide City with notice of any Transfer of Majority Interest in Tenant prior to the first to occur of: any public statement by Tenant or its Ownership Group with respect to such transfer or the closing of such transfer.

Appears in 2 contracts

Sources: Ballpark Lease Agreement, Ballpark Lease Agreement

Transfer of Majority Interest. Notwithstanding anything herein to the contrary, members of the Ownership Group may transfer all or any portion of that ownership interests in Tenant provided that at all times the Ownership Group is in Control of Tenant. As long as there is no existing Tenant Default, the prior Approval of City Authority will not be required with respect to any Transfer of a Majority Interest of Tenant or its parent company or with respect to any Estate Planning Transfer (as defined below) as long as such Transfer of Majority Interest or Estate Planning Transfer complies with the following conditions: (i) the respective duties and responsibilities of Tenant and Team under this Agreement do not change, (ii) any such Transfer of Majority Interest or Estate Planning Transfer is approved by MLB, as applicable (iii) the EL and/or MiLBStadium will continue to be managed and operated by Tenant or a Qualified Operator, (iiiiv) Tenant will continue to be liable for any and all of its obligations under this Agreement and the Development Agreement that arise after the effective date of such Transfer of Majority Interest, (v) no Tenant Default is caused by any such Transfer of Majority Interest, and (ivvi) Tenant, its the Ownership Group and shall Control the Tenant. Tenant shall give notice of any new Control Person(s) of Tenant and its Ownership Group, respectively, will continue to be bound by the terms of the Non-Relocation Agreement, and (v) to the extent permitted by any applicable confidentiality agreements related to such Transfer and shall provide evidence satisfactory to Authority of Majority Interest, prior notice compliance with the requirements of such Transfer of Majority Interest is given to Citythis Section. All other Transfers of Majority Interest of Tenant or its Ownership Group will require the prior Approval of CityAuthority, which shall not be unreasonably withheld. To the extent that Tenant or its Ownership Group, as applicable, have not otherwise provided notice to City Authority of any Transfer of Majority Interest because of contractual confidentiality provisions or otherwise, Tenant or its Ownership Group, as applicable, shall provide City Authority with notice of any Transfer of Majority Interest in Tenant prior to the first to occur of: any public statement by Tenant or its Ownership Group with respect to such transfer or the closing of such transfer., and this sentence shall in no event abrogate any Approval requirement or any other requirement set forth above..

Appears in 1 contract

Sources: Stadium Lease Agreement