Common use of Affiliate Transfer Clause in Contracts

Affiliate Transfer. Consent shall not unreasonably be withheld for a transfer by a party of its Shares to one of its Affiliates, provided that (a) the transferring party agrees to guarantee all of the obligations and any liabilities of the transferee under this agreement; and (b) the transferee agrees in writing that, if such transferee ceases to be an Affiliate of such party, it will transfer all Shares back to the relevant party (or another Affiliate thereof). Notwithstanding anything to the contrary in this agreement, SoftBank shall be permitted to transfer any Share or interest in the JV to (i) any of its Affiliated investment funds, or (ii) any successor to all or substantially all of SoftBank’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; and (b) Guardant shall be permitted to transfer any share or interest in the JV to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; provided, however, in the event of any transfer by Guardant (x) clause 15.1(b)(ii) shall not apply to the exercise of the Put Right following such transfer and (y) the form of payment in connection with the exercise of the Put Right following such transfer shall no longer be at the discretion of Guardant (or its assignee), but shall be at the discretion of SoftBank (or its assignee). In the event of any transfer permitted by the immediately preceding sentence, the assignee shall be deemed “SoftBank” or “Guardant” accordingly for the purposes of this agreement; provided, however, that (A) the assignor provides the other party to this agreement with prior written notice of no less than five (5) Business Days of its intent to assign the Shares, (B) such successor has a creditworthiness (e.g., assets and capitalization) not less than the assignor and would reasonably be considered to have sufficient financial standing to comply with the assigning party’s obligations hereunder and (C) such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.

Affiliate Transfer. Consent Notwithstanding anything contained in this Article VIII to the contrary, provided no Event of Default exists hereunder, Tenant may, upon at least twenty (20) days prior written notice to Landlord but without Landlord's prior written consent and without being subject to Landlord's rights and Tenant's obligations set forth in Sections 8.3 and 8.4, assign or transfer its entire interest in this Lease or sublease all or a portion of the Premises to a Permitted Transferee. The term "Permitted Transferee", when used herein shall not unreasonably mean: (a) a corporation or other business entity into or with which Tenant shall be withheld for merged, reorganized or consolidated, or to which substantially all of the assets of Tenant may be transferred, or (b) a transfer corporation or other business entity which shall control, be controlled by a party of its Shares to one of its Affiliatesor be under common control with Tenant, provided that (a) the transferring party agrees to guarantee any Permitted Transferee shall assume in writing all of the obligations and any liabilities of the transferee Tenant under this agreement; and Lease. For purposes of clause (b) the transferee agrees in writing thatherein, if such transferee ceases "control" shall be deemed to be an Affiliate ownership of such party, it will transfer all Shares back to the relevant party more than fifty percent (or another Affiliate thereof). Notwithstanding anything to the contrary in this agreement, SoftBank shall be permitted to transfer any Share or interest in the JV to (i50%) any of its Affiliated investment funds, or (ii) any successor to all or substantially all of SoftBank’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; and (b) Guardant shall be permitted to transfer any share or interest in the JV to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; provided, however, in the event of any transfer by Guardant (x) clause 15.1(b)(ii) shall not apply to the exercise of the Put Right following such transfer and (y) the form of payment in connection with the exercise stock or other voting interest of the Put Right following such transfer shall no longer be at the discretion of Guardant (controlled corporation or its assignee), but shall be at the discretion of SoftBank (or its assignee)other business entity. In the event of any transfer permitted by the immediately preceding sentenceassignment or subletting pursuant to this Section 8.6, the assignee Tenant shall be deemed “SoftBank” or “Guardant” accordingly remain fully liable as a primary obligor for the purposes payment of this agreement; provided, however, that (A) all rent and other charges required hereunder and for the assignor provides the other party performance of all obligations to be performed by Tenant hereunder. Together with Tenant's notice to Landlord pursuant to this agreement with prior written notice of no less than five (5) Business Days of its intent Section, Tenant shall submit to assign Landlord sufficient information regarding the Shares, (B) such successor has a creditworthiness (e.g., assets and capitalization) not less than transaction as is reasonably necessary for Landlord to confirm that the assignor and would reasonably be considered to have sufficient financial standing to comply with transaction meets the assigning party’s obligations hereunder and (C) such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing qualifications set forth in writing to be bound by the terms of this agreementSection.

Affiliate Transfer. Consent Notwithstanding anything to the contrary contained in this Lease, neither (i) a Transfer of this Lease to an entity owning all or substantially all of the assets of Tenant, (ii) a Transfer of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, nor (iii) a Transfer of this Lease or a subletting of all or a portion of the Premises to an entity which is controlled by, controls, or is under common control with, Tenant (each, an “Affiliate “), shall be deemed a Transfer requiring Landlord’s prior written consent under this Section 14, and the provisions of Sections 14.3 and 14.7 shall not unreasonably be withheld for a apply with respect to the transfer by a party of its Shares to one of its Affiliatesthe Affiliate, and provided that (a) Tenant provides at least thirty (30) days prior written notice to Landlord of any such Transfer and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or such Transferee; (b) such Transferee has a net worth, computed in accordance with generally accepted accounting principles, consistently applied, at least equal to the transferring party greater of the net worth of Tenant as of the date of this Lease or the net worth of Tenant immediately prior to such Transfer, and Tenant delivers proof reasonably satisfactory to Landlord of such net worth at least thirty (30) days prior to the effective date of such Transfer; (c) such Transferee agrees directly with Landlord, by written instrument in form satisfactory to guarantee Landlord, to assume and perform all of the obligations and any liabilities of the transferee Tenant under this agreementLease (including, without limitation, the obligation to use the Premises only for the Permitted Uses); and (bd) the transferee agrees in writing that, if such transferee ceases Transfer is not a subterfuge by Tenant to be an Affiliate of such party, it will transfer all Shares back to the relevant party (or another Affiliate thereof)avoid its obligations under this Lease. Notwithstanding anything to the contrary As used in this agreementSection 14.9, SoftBank “control” shall be permitted mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities, or ownership interests, of, or possession of the right to transfer any Share or interest vote, in the JV to ordinary direction of its affairs, of at least fifty-one percent (i51%) of the voting interest in, any person or entity. A Transfer as provided in this paragraph shall in no event relieve Tenant of any of its Affiliated investment funds, or (ii) any successor to all or substantially all of SoftBank’s assets to which obligations under this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; and (b) Guardant shall be permitted to transfer any share or interest in the JV to any successor to all or substantially all of Guardant’s assets to which this agreement relates, whether by merger, acquisition, consolidation, sale of shares, sale of assets, or otherwise; provided, however, in the event of any transfer by Guardant (x) clause 15.1(b)(ii) shall not apply to the exercise of the Put Right following such transfer and (y) the form of payment in connection with the exercise of the Put Right following such transfer shall no longer be at the discretion of Guardant (or its assignee), but shall be at the discretion of SoftBank (or its assignee). In the event of any transfer permitted by the immediately preceding sentence, the assignee shall be deemed “SoftBank” or “Guardant” accordingly for the purposes of this agreement; provided, however, that (A) the assignor provides the other party to this agreement with prior written notice of no less than five (5) Business Days of its intent to assign the Shares, (B) such successor has a creditworthiness (e.g., assets and capitalization) not less than the assignor and would reasonably be considered to have sufficient financial standing to comply with the assigning party’s obligations hereunder and (C) such assignment or transfer shall be contingent upon such assignee providing a written instrument to the JV notifying the JV of such assignment or transfer and agreeing in writing to be bound by the terms of this agreement.Lease