Transfer to Related Entity Clause Samples

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Transfer to Related Entity. Buyer may Transfer Proposed Transfer Property to an entity controlling, controlled by or under common control with Buyer (a “Related Entity”) or to one of its partners pursuant to the buy-sell agreement set forth in Buyer’s limited partnership agreement without being subject to Seller’s Right of First Refusal (a “Buy-Sell Transfer”), so long as: (i) in the case of a transfer to a Related Entity, Buyer provides reasonable evidence to Seller that Buyer has a profits interest in the Related Entity, directly or indirectly, of at least twenty-five percent (25%) after a return of capital and a cumulative return thereon to investors; (ii) Buyer submits to Seller a written statement describing the material terms of such transfer; and (iii) Buyer and the Related Entity and/or the transferee under the Buy-Sell Transfer, as applicable, execute and deliver to Seller in recordable form an assignment and assumption agreement in which the Related Entity and/or the transferee agrees to assume all obligations of Buyer under this Agreement with respect to the Proposed Transfer Property. Any transfer to a Related Entity and/or the transferee by Buyer shall in no way extinguish or otherwise limit the Right of First Refusal with respect to any subsequent transfer of the Proposed Transfer Property by the Related Entity and/or the transferee. For purposes of this Agreement, the term “control” (or any variant thereof) means the control, directly or indirectly, of at least twenty -five percent (25%) of the voting or financial interests in an entity.
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Transfer to Related Entity. The Tenant's right of first refusal granted under this Section 49 shall not apply to any transaction whereby Landlord transfers the Premises to Landlord's Members or relatives of the Members of Landlord or to an entity in which any of them own beneficial interests; provided, however, that in such event the first right of refusal shall continue and the interest of the transferee partnership or limited liability company shall be subject to this first right of refusal.
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Transfer to Related Entity. Notwithstanding the foregoing, WANRack may transfer or assign this Agreement to any affiliate entity under common corporate control, or to the surviving entity in the event of a merger or acquisition of WANRack without City’s prior consent. WANRack shall, however, give notice to the City of any such transfer or assignment.
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Transfer to Related Entity. Buyer may Transfer Proposed Transfer Property to an entity controlling, controlled by or under common control with Buyer (a “Related Entity”), so long as: (i) in the case of a transfer to a Related Entity, Buyer provides reasonable evidence to Pulte that Buyer has (or the principals of Buyer have) a material profits interest in the Related Entity, directly or indirectly; (ii) Buyer submits to Pulte a written statement describing the material terms of such transfer; and (iii) Buyer and the Related Entity execute and deliver to Pulte in recordable form an assignment and assumption agreement in which the Related Entity and/or the transferee agrees to assume all obligations of Buyer under this Agreement with respect to the Proposed Transfer Property. Any transfer to a Related Entity and/or the transferee by Buyer shall in no way extinguish or otherwise limit Pulte’s Right of First Refusal with respect to any subsequent transfer of the Proposed Transfer Property by the Related Entity and/or the transferee. For purposes of this Agreement, the term “control” (or any variant thereof) means the control, directly or indirectly, of at least thirty-five percent (35%) of the voting or financial interests in an entity.
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Transfer to Related Entity. SPT may Transfer Proposed Transfer Property to an entity controlling, controlled by or under common control with SPT (a “Related Entity”) or to one of its partners pursuant to the buy-sell agreement set forth in SPT’s limited partnership agreement without being subject to Pulte’s Right of First Refusal (a “Buy-Sell Transfer”), so long as: (i) in the case of a transfer to a Related Entity, SPT provides reasonable evidence to Pulte that SPT has a profits interest in the Related Entity, directly or indirectly, of at least thirty- five percent (35%) after a return of capital and a cumulative return thereon to investors; (ii) SPT submits to Pulte a written statement describing the material terms of such transfer; and (iii) SPT and the Related Entity and/or the transferee under the Buy-Sell Transfer, as applicable, execute and deliver to Pulte in recordable form an assignment and assumption agreement in which the Related Entity and/or the transferee agrees to assume all obligations of SPT under this Agreement with respect to the Proposed Transfer Property. Any transfer to a Related Entity and/or the transferee by SPT shall in no way extinguish or otherwise limit Pulte’s Right of First Refusal with respect to any subsequent transfer of the Proposed Transfer Property by the Related Entity and/or the transferee. For purposes of this Agreement, the term “control” (or any variant thereof) means the control, directly or indirectly, of at least thirty-five percent (35%) of the voting or financial interests in an entity.
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Related to Transfer to Related Entity

  • No Relationship Landlord shall in no event be construed for any purpose to be a partner, joint venturer or associate of Tenant or of any subtenant, operator, concessionaire or licensee of Tenant with respect to the Property or any of the Other Leased Properties or otherwise in the conduct of their respective businesses.

  • Change in Effective Control of the Company A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change of Control; or

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Termination of Relationship with the Company If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.