Transfers of Interests in Borrower Sample Clauses

The "Transfers of Interests in Borrower" clause governs the conditions under which ownership interests in the borrower entity may be transferred to other parties. Typically, this clause restricts or requires lender consent for any sale, assignment, or transfer of equity interests in the borrower, whether direct or indirect. For example, if a shareholder wishes to sell their stake in the borrower company, the clause may require prior written approval from the lender. Its core function is to protect the lender by ensuring that control of the borrower does not change hands without oversight, thereby mitigating risks associated with unknown or unapproved new owners.
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Transfers of Interests in Borrower. (a) No Transfers of direct or indirect interests in Borrower shall be permitted, except as provided in Section 2.3(b) and for the following: (i) after the first anniversary of the Closing Date, Transfers of indirect interests in the Borrower for bona fide family and estate planning purposes, which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender notice of such a Transfer and copies of all instruments effecting such Transfer within thirty (30) days after the date of such Transfer; (ii) any involuntary Transfer of indirect interests in Borrower caused by operation of law or the death of any partner, shareholder, joint venturer, member or beneficial owner of a trust, or any direct or indirect legal or beneficial owner of Borrower, which Transfers shall not require Lender’s consent or require the payment of a fee, provided Borrower satisfies conditions (i)(x) through (z) immediately above; (iii) after the two (2) month anniversary of the Closing Date, Transfers of up to 49% of the limited partnership interests in Sponsor (including the interests held by Glimcher Realty Trust), which Transfers shall not require Lender’s consent or require the payment of a fee, provided that (w) no Event of Default has occurred and is continuing, (x) any such Transfer does not result in a Prohibited Change of Control or an Event of Default under Sections 7.1(e) or 7.1(f), (y) if as a result of any such Transfer any party shall acquire more than 49% of the direct or indirect equity interest in Borrower or a Single-Purpose Equityholder, Borrower shall deliver to Lender with respect to such new equityholder a new non-consolidation opinion satisfactory to Lender and, if a Securitization has occurred, the Rating Agencies, and (z) Borrower gives Lender at least ten (10) days advance notice of such a Transfer and copies of all instruments effecting such Transfer; (iv) provided Borrower sa...
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Transfers of Interests in Borrower. In addition to any transfer permitted by any other provision of this Article VIII, each holder of any direct or indirect interest in the Borrower shall have the right to transfer (but not pledge, hypothecate or encumber) its equity interest in the Borrower to any Person who is not a Disqualified Transferee without Lender’s consent or a Rating Agency Confirmation if Section 8.6 is complied with and, after giving effect to such transfer: (a) (i) the Property will be directly owned by a Single Purpose Entity in compliance with the representations, warranties and covenants in Section 4.1.29 hereof (as if the Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), and which shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing the continuing agreement of the Borrower to abide and be bound by all the terms, covenants and conditions set forth in this Agreement, the Note, the Security Instrument and the other Loan Documents and all other outstanding obligations under the Loan, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; (b) an Acceptable Manager shall continue to act as Manager for the Property pursuant to the existing Management Agreement or an Acceptable Management Agreement; (c) the Ultimate Equity Owner or a Close Affiliate of such entity owns directly or indirectly at least fifty-one percent (51%) of the equity interests in the Borrower and the Person that is the proposed transferee is not a Disqualified Transferee; provided that, after giving effect to any such transfer, in no event shall any Person other than Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner exercise Management Control over the Borrower. In the event that Management Control shall be exercisable jointly by Ultimate Equity Owner or a Close Affiliate of Ultimate Equity Owner with any other Person or Persons, then the Ultimate Equity Owner or such Close Affiliate shall be deemed to have Management Control only if Ultimate Equity Owner or such Close Affiliate retains the ultimate right as between Ultimate Equity Owner or such Close Affiliate and the transferee to unilaterally make all material decisions with respect to the operation, management, financing and disposition of the Property; (d) if there has been a Transfer of forty-nine percent (49%) or more of the direct mem...
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Transfers of Interests in Borrower. Except for transfers of ---------------------------------- limited partners in DSMLP, who may transfer limited partnership interests in DSMLP in accordance with the terms of the partnership agreement of DSMLP, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer: (A) Borrower will be a Special Purpose Entity in compliance with the representations, warranties and covenants in SCHEDULE 4B (as if Borrower shall have remade all of such representations, warranties and covenants as of, and after giving effect to, the transfer), (B) Borrower will either be a Permitted Owner or be owned, and will be controlled (directly or indirectly), by a Permitted Owner, (C) if there has been a transfer of 25% or more of the membership interests, stock or other direct equity ownership interests in Borrower or a transfer or issuance of a membership interest in Borrower, Borrower shall have first delivered to Lender the Officer's Certificate and legal opinion described in clause 6.1(j)(v) below, and (D) if there has been a transfer of any interest in the member of Borrower (or in DSMLP) where, as a result of any transfer, any member or other Person shall own (directly or indirectly) a 49 percent or more economic or controlling interest in Borrower or a direct or indirect owner thereof, Borrower shall have first delivered the Officer's Certificate and legal opinion described in clause 6.1(j)(v) below.
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Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership) up to an aggregate, over the term of the Loan, of twenty-five (25%) percent of the total interests in Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting does not change the direct or indirect control or management of Borrower and at all times ▇▇▇▇ ___. Colombo owns at least 60% of the stock of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting must be provided to Lender within fifteen (15) days after the occurrence of said action including, without limitation, a statement detailing the action and a listing of real locations and percentages of ownership interest in Borrower. Notwithstanding the foregoing, any sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs without Lender’s written consent (which Lender may withhold at its sole discretion), shall constitute an event of default under the Loan Documents. Borrower shall pay Lender’s reasonable out-of-pocket expenses incurred in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.
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Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a Transfer of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership, or a Managing Member or Manager interest in Borrower, if Borrower is a limited liability company) to or for the benefit of a spouse or lineal descendant (including by adoption), up to an aggregate of 49% of the total interests of Borrower, without the prior consent of Lender, provided that any such Transfer does not change the direct or indirect control or management of Borrower. Copies of any and all documents evidencing any such Transfer must be provided to Lender within fifteen (15) days after the occurrence of said Transfer including, without limitation, a statement detailing the Transfer and a listing of reallocations and percentages of ownership interest in Borrower. Other than for estate-planning purposes as outlined above, no direct or indirect managing or controlling interest, nor any other interest representing (directly or indirectly) a more than ten percent (10%) interest in the Borrower or the Project, may be Transferred (including without limitation any Transfer resulting from death of any natural person holding any direct or indirect interest in Borrower or the Project) without the prior written consent of Lender (which Lender may withhold at its sole discretion); and the occurrence of such an event will constitute an Event of Default under the Loan Documents. Without limiting the generality of the foregoing any Transfers that would result in there being any co-borrowers, other than or in addition to Borrower, shall be strictly prohibited. Loan Agreement
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Transfers of Interests in Borrower. So long as all of the following conditions are satisfied, direct or indirect transfers of up to 49% in the aggregate of the membership interests in the Borrower shall be deemed to be Permitted Transfers pursuant to this Agreement: (a)Inland Diversified Real Estate Trust, Inc. shall continue to hold at least 51% of the membership interests in the Borrower; (b) The Project shall be managed at all times by (A) Inland Diversified Real Estate Trust, Inc. or (B) a financially sound, professional property management company, experienced in managing properties similar in type and quality to the Real Property approved in writing by the Lender (which consent will not be unreasonably withheld); (c) Inland Diversified Real Estate Trust, Inc. shall continue to have Legal Control of the Borrower. For purposes hereof, Legal Control shall mean the power directly to make or veto all material decisions with respect to the Borrower, including the operations, management, financing and disposition of the Borrower and its assets, and Inland Diversified Real Estate Trust, Inc. cannot be divested of Legal Control without the written consent of the Lender.
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Transfers of Interests in Borrower. If no Event of Default shall have occurred and be continuing, the holder of any direct or indirect interest in Borrower may transfer such interest to any Person if after giving effect to such transfer:
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Transfers of Interests in Borrower. For estate-planning purposes only, Borrower, or any partner, member or shareholder of Borrower shall be permitted to make a sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower (other than a general partnership interest in Borrower if Borrower is a partnership) up to an aggregate, over the term of the Loan, of twenty-five (25%) percent of the total interests in Borrower, without the prior consent of Lender, provided that any such sale, conveyance, transfer or other vesting does not change the direct or indirect control or management of Borrower. Copies of any and all documents evidencing any such sale, conveyance, transfer or other vesting must be provided to Lender within fifteen (15) days after the occurrence of said action including, without limitation, a statement detailing the action and a listing of reallocations and percentages of ownership interest in Borrower. Notwithstanding the foregoing, any sale, conveyance, transfer or other vesting of any direct or indirect interest in Borrower, other than the above said 25% aggregate amount, or for purposes other than estate-planning, or any change of direct or indirect control or management of Borrower or any encumbrance of or granting of any security interest in Project or Borrower, if such event occurs without Lender's written consent (which Lender may withhold at its sole discretion), shall constitute an event of default under the Loan Documents. Borrower shall pay Lender's out-of-pocket expenses ▇▇▇▇▇▇ed in connection with the review of any sale, conveyance, transfer or other vesting pursuant to this Section 6.3 and pursuant to Section 6.2 hereof.
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Related to Transfers of Interests in Borrower

  • Transfers of Interests The Transferee of any Interests shall be admitted to the LLC as a substitute member of the LLC on the effective date of such Transfer upon (i) such Transferee’s written acceptance of the terms and provisions of this Agreement and its written assumption of the obligations hereunder of the Transferor of such Interests, and (ii) the recording of the Transfer of Interests and the Transferee’s name as a substitute member on the books and records of the LLC. Any Transfer of any Interests pursuant to this Section 7.1 shall be effective as of the registration of the Transfer of Interests in the books and records of the LLC and a Transferor of all of its Interest shall not cease to be a member of the LLC until the Transferee is admitted to the LLC as a member of the LLC.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests. (a) No Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of his Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of its Partnership Interest pursuant to this Article 9. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

  • Subsidiaries; Equity Interests; Loan Parties (a) Subsidiaries, Joint Ventures, Partnerships and Equity Investments. Set forth on Schedule 5.20(a), is the following information which is true and complete in all respects as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13: (i) a complete and accurate list of all Subsidiaries, joint ventures and partnerships and other equity investments of the Loan Parties as of the Closing Date and as of the last date such Schedule was required to be updated in accordance with Sections 6.02 and/or 6.13, (ii) the number of shares of each class of Equity Interests in each Subsidiary outstanding, (iii) the number and percentage of outstanding shares of each class of Equity Interests owned by the Loan Parties and their Subsidiaries and (iv) the class or nature of such Equity Interests (i.e. voting, non-voting, preferred, etc.). The outstanding Equity Interests in all Subsidiaries are validly issued, fully paid and non-assessable and are owned free and clear of all Liens. There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors and directors’ qualifying shares) of any nature relating to the Equity Interests of any Loan Party or any Subsidiary thereof, except as contemplated in connection with the Loan Documents.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.