Transfers Prohibited Without Consent. From the Effective Date through Closing, Tenant shall not, and no PGMI Party shall allow or agree to, without the prior written consent of the CNL Parties in each instance, which consent may be withheld in CNL Parties’ sole opinion and discretion (i) sell, assign or otherwise transfer any Lease, or Tenant’s interest in any Leased Property including the interests of Tenant in all property of any nature located and used at the applicable Leased Property (including without limitation Tenant’s Personal Property and the P&E Replacements), in whole or in part, or any rights or interest which Tenant may have under the Leases, (ii) sublet any part of any Leased Property, or (iii) grant or permit any Lien or encumbrance on or security interest in Tenant’s interest in any Lease. From the Effective Date through Closing, no PGMI Party shall (A) sell, assign, pledge, transfer, exchange or otherwise dispose of any stock, partnership interests, membership interests, or other equitable interests in a PGMI Party or any Person Controlling a PGMI Party, whether or not the same results in a change or transfer of Control of the applicable PGMI Party or Person Controlling such PGMI Party, (B) merge, consolidate or otherwise combine with another entity whether or not the same results in a change or transfer of Control of the applicable PGMI Party, or (C) recapitalize.
Appears in 2 contracts
Sources: Omnibus Lease Resolution Agreement, Omnibus Lease Resolution Agreement (CNL Lifestyle Properties Inc)