Common use of 1Restrictions on Transfer Clause in Contracts

1Restrictions on Transfer. Except as permitted in Sections 13.3 or 13.4 below, or in Article 14 hereof, Tenant shall not sublet the Premises, or any portion thereof, nor assign, mortgage, pledge, transfer or otherwise encumber or dispose of this Lease, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Premises, or any portion thereof (each of which are herein referred to sometimes as a “Transfer”), without obtaining Landlord’s prior written consent in each and every instance, such consent not to be unreasonably withheld. Tenant’s request for Landlord's consent to a Transfer must describe in detail the parties, terms, portion of the Premises, and other circumstances involved in the proposed Transfer. If Landlord consents to a Transfer, the following terms and conditions shall apply: (a) Any assignment of this Lease shall transfer to the assignee all of Tenant’s right, title and interest in this Lease and all of Tenant’s estate or interest in the Premises. (b) Any such assignee shall assume, by written, recordable instrument, in form and content satisfactory to Landlord, the due performance of all of Tenant’s obligations under this Lease, including any accrued obligations at the time of the effective date of the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if assignee or its signator is a corporation) or other written evidence, satisfactory to Landlord if assignee or its signatory is not a corporation, authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord within a reasonable time following the effective date of such assignment. The failure to provide such a resolution or other written evidence in the time and manner provided in this Section 13.1(b) shall constitute an Event of Default. (c) No Event of Default under this Lease shall exist at any time of any assignment or subletting, nor when Tenant requests Landlord’s written consent thereto. (d) A complete copy of each fully executed sublease shall be given to Landlord by Tenant promptly following the effective date of such subletting. (e) Any assignment or sublease shall be subject to all the provisions, terms, covenants, and conditions of this Lease. Tenant shall continue to be and remain liable under this Lease, as it may be amended from time to time with or without notice to Tenant and any assignment or sublease shall not relieve Tenant of Tenant’s liability and obligations under this Lease. (f) Each sublease shall contain provisions to the effect that (i) such sublease is subject and subordinate to all of the terms, covenants and conditions of this Lease and to all of the rights of Landlord thereunder; and (ii) in the event this Lease terminates before the expiration of such sublease, the sublessee thereunder will, at Landlord’s option, attorn to (g) No assignee or sublessee shall further assign its interest in this Lease or in the Premises, or any portion thereof, nor sublease the Premises, or any portion thereof, without Landlord’s prior written consent in each and every instance, which consent shall not be unreasonably withheld or unduly delayed. No such assignment or subletting shall relieve Tenant from any of Tenant’s obligations in this Lease. (h) Tenant shall pay or reimburse Landlord as Additional Rent any and all costs of Landlord, including reasonable attorney’s fees paid or payable in house or to outside counsel, occasioned by such Transfer. (i) Tenant’s failure to comply with all of the foregoing provisions and conditions of this Section 13.1 shall, in addition to other consequences (whether or not Landlord’s consent is required under this Section 13), at Landlord’s option, render any purported Transfer null and void and of no force and effect.

1Restrictions on Transfer. Except as permitted (a) Other than (i) Permitted Transfers or (ii) Transfers in Sections 13.3 or 13.4 belowaccordance with the provisions of this Section 3, or in Article 14 hereof, Tenant shall not sublet the Premises, no Stockholder may Transfer all or any portion thereofof his, nor assign, mortgage, pledge, transfer her or otherwise encumber or dispose of this Lease, or any interest therein, or in any manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of its interest or estate in the Premises, or any portion thereof (each of which are herein referred to sometimes as a “Transfer”), without obtaining Landlord’s prior written consent in each and every instance, such consent not to be unreasonably withheld. Tenant’s request for Landlord's consent to a Transfer must describe in detail the parties, terms, portion of the Premises, and other circumstances involved in the proposed Transfer. If Landlord consents to a Transfer, the following terms and conditions shall apply: (a) Any assignment of this Lease shall transfer to the assignee all of Tenant’s right, title and interest in this Lease and all of Tenant’s estate or interest in the PremisesCapital Stock. (b) Each transferee of Common Stock shall, as a condition precedent to such Transfer, (i) execute and deliver to the Company a Joinder Agreement if immediately following such Transfer such transferee will hold five percent (5%) or more of the issued and outstanding ​ shares of Common Stock (calculated on an As-Converted Basis) and (ii) reimburse the Company and the Board for all reasonable expenses (including reasonably attorneys' fees and expenses and the costs of any incremental accounting expense) incurred by the Company and the Board in connection with such Transfer. Any Transfer of Capital Stock permitted pursuant to this Agreement shall be effective as of the date of assignment and compliance with the conditions to such assignee Transfer and such Transfer shall assume, by written, recordable instrument, in form be shown on the books and content satisfactory to Landlordrecords of the Company. Upon the effectiveness of any such Transfer, the due performance of all of Tenant’s obligations under this Lease, including any accrued obligations at the time transferee shall become a substitute Stockholder of the effective date of Company with respect to the assignment, and such assumption agreement shall state that the same is made by the assignee for the express benefit of Landlord as a third party beneficiary thereof. A copy of the assignment and assumption agreement, both in form and content satisfactory to Landlord, fully executed and acknowledged by the assignee, together with a certified copy of a properly executed corporate resolution (if assignee or its signator is a corporation) or other written evidence, satisfactory to Landlord if assignee or its signatory is not a corporation, authorizing the execution and delivery of such assumption agreement, shall be sent to Landlord within a reasonable time following the effective date of such assignment. The failure to provide such a resolution or other written evidence in the time and manner provided in this Section 13.1(b) shall constitute an Event of DefaultCapital Stock Transferred. (c) No Event Notwithstanding any other provisions of Default under this Lease Section 3, no Transfer of Capital Stock may be made (including pursuant to a Permitted Transfer) unless in the opinion of counsel (who may be counsel for the Company), satisfactory in form and substance to the Board and counsel for the Company (which opinion may be waived, in whole or in part, at the discretion of the Board), such Transfer would not violate any applicable securities Laws applicable to the Company or the Capital Stock to be Transferred. Such opinion of counsel shall exist at any time be delivered in writing to the Company prior to the date of any assignment or subletting, nor when Tenant requests Landlord’s written consent theretothe Transfer. (d) A complete copy of each fully executed sublease Stockholder shall cease to be given a Stockholder under this Agreement at such time as such Stockholder ceases to Landlord by Tenant promptly following the effective date of own any Capital Stock; provided that Section 5.6 shall survive any such sublettingcessation and remain applicable to such Stockholder. (e) Any assignment or sublease purported Transfer by a Stockholder that does not comply with this Section 3 shall be subject to all the provisionsnull and void ab initio, terms, covenants, and conditions of this Lease. Tenant shall continue to be and remain liable under this Lease, as it may be amended from time to time with or without notice to Tenant and any assignment or sublease shall not relieve Tenant be recorded on the books of Tenant’s liability the Company or its transfer agent and obligations under this Leaseshall confer no rights whatsoever on the purported transferee as against the Company or any other stockholder of the Company, including the Stockholders. (f) Each sublease certificate, instrument, or book entry representing the Capital Stock or any other securities issued in respect of such securities upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall contain provisions be notated with a legend substantially in the following form: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT. THIS ENTITY IS A BENEFIT CORPORATION ORGANIZED UNDER PART 13 (COMMENCING WITH SECTION 14600) OF DIVISION 3 OF TITLE 1 OF THE CALIFORNIA CORPORATIONS CODE. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL AND A LOCK-UP PERIOD IN THE EVENT OF A PUBLIC OFFERING AS SET FORTH IN THE STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS, RIGHT OF FIRST REFUSAL AND LOCK-UP PERIOD ARE BINDING ON TRANSFEREES OF THESE SHARES." The Stockholders consent to the effect that (i) such sublease is subject Company making a notation in its records and subordinate giving instructions to all any transfer agent of the terms, covenants and conditions of Capital Stock in order to implement the restrictions on transfer set forth in this Lease and to all of the rights of Landlord thereunder; and (ii) in the event this Lease terminates before the expiration of such sublease, the sublessee thereunder will, at Landlord’s option, attorn toSection 3.1. (g) No assignee The provisions of this Section 3.1 shall terminate and be of no further force or sublessee shall further assign its interest in this Lease or in effect upon the Premises, or any portion thereof, nor sublease first to occur of the Premises, or any portion thereof, without Landlord’s prior written consent in each and every instance, which consent shall not be unreasonably withheld or unduly delayed. No such assignment or subletting shall relieve Tenant from any of Tenant’s obligations in this Lease. (h) Tenant shall pay or reimburse Landlord as Additional Rent any and all costs of Landlord, including reasonable attorney’s fees paid or payable in house or to outside counsel, occasioned by such Transfer. following: (i) Tenant’s failure to comply with all immediately prior the consummation of the foregoing provisions and conditions IPO, or (ii) upon the closing of this Section 13.1 shall, in addition to other consequences (whether or not Landlord’s consent is required under this Section 13), at Landlord’s option, render any purported Transfer null and void and of no force and effecta Sale Transaction.