Common use of Affiliated Entity; Sale of Business Clause in Contracts

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s interest herein) in isolation to Tenant’s other leasehold interests and assets, Landlord shall not unreasonably withhold its consent to any sublease, assignment or other transfer of this Lease to any other entity (i) which controls or is controlled by Tenant, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 Tenant shall be required to give Landlord at least thirty (30) days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 to the contrary, Landlord agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s obligations hereunder.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as provided such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s interest herein) in isolation to Tenant’s other leasehold interests and assets, Landlord shall not unreasonably withhold its Tenant may, without Landlord’s consent (but with contemporaneous notice to any Landlord), sublease, assignment assign or other otherwise transfer of this Lease to any other entity (i) which controls or is controlled by Tenant, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. Landlord shall not be entitled to any share of any Net Profits obtained in any assignment or sublease specifically permitted to be undertaken without Landlord consent under this Section 21.4.1. 21.4.2 Tenant shall be required to give Landlord at least thirty (30) days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 to the contrary, Landlord agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, transfer or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s obligations hereunder.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order but subject to effect a transfer the last sentence of this Lease Section 21.4.1 and to Section 21.3.5, above, Tenant may (without triggering any recapture or Tenant’s interest herein) termination option in isolation to Tenant’s favor of Landlord, and without losing any other leasehold interests and assetsrenewal or expansion options, Landlord shall not unreasonably withhold its consent to any sublease, assignment or other transfer of rights granted to Tenant under this Lease) assign this Lease or Isublet all or any portion of the Premises to any other entity (i) which controls or is controlled by Tenant, or (ii) which Iwhich is under common control with TenantTenant (any of the foregoing, an "Affiliate"), or (ii) which purchases all or substantially all of the assets of Ten ant, or (iii) which purchases all or substantially all of the assets stock of Tenant, Ten ant or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger, or (v) which is then currently a division of Tenant operated out of the Building, which division is spun off by Tenant; provided, that (1) the assignee or sublessee is financially able to meet all xxxx of its obligations under the proposed assignment or subleaseassignment, and (2) in in· such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant and Guarantor shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee assignee, sublessee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following fOlloWIn,'g such sublease assignment or assignmentsublease, Tenant or and/or such assignee/sublessee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 Tenant shall be required to give Landlord at least thirty (30. Clause 21.4.1(i) days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 above to the contrarycontrary notwithstanding, Landlord agrees that the offer and sale by if Tenant (or any stockholder of Tenant) of any stock engages in a step transaction pursuant to which it assigns this Lease or subleases the Premises to an effective registration statement filed pursuant to the Securities Act of 1933 Affiliate and then transfers such Affiliate (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets assets) to any person a third party other than as part of a transfer or entity unless either (i) this Lease is one spin off of the assets so transferred to such other person division or entity, and the transferee assumes in writing, for Landlord’s benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s obligations hereunder.operation then 43

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s 's interest herein) in isolation to Tenant’s 's other leasehold interests and assets, Landlord Landlord's shall not unreasonably withhold its consent to any sublease, assignment or other transfer of this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is under common control with controlled by Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 Tenant shall be required to give Landlord at least thirty (30) days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, aboveabove at the time such transaction is effectuated (and in all events no later than five (5) business days thereafter. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s 's consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 to the contrary, Landlord agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s 's benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s 's obligations hereunder.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s 's interest herein) in isolation to Tenant’s 's other leasehold interests and assets, Landlord Landlord's shall not unreasonably withhold its consent to any sublease, assignment or other transfer of this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is under common control with controlled by Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 Tenant shall be required to give Landlord at least thirty (30) days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s 's consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 to the contrary, Landlord agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s 's benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s 's obligations hereunder.

Affiliated Entity; Sale of Business. 21.4.1 11.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s 's interest herein) in isolation to Tenant’s 's other leasehold interests and assets, Landlord shall not unreasonably withhold its consent Tenant may assign this Lease or sublet all or part of the Premises to any sublease, assignment or other transfer of this Lease to any other entity (i) which controls or is controlled by Tenant, or (ii) which is under common control with Tenant, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; providedPROVIDED, that (1) the assignee or sublessee is solvent and is otherwise financially able to meet all of its obligations under the proposed assignment or sublease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 11.4.2 Tenant shall be required to give Landlord at least thirty twenty (3020) days written notice in advance of any sublease or assignment within the scope of Section 21.4.111.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall be subject to Landlord’s 's consent as aforesaid, PROVIDED that this sentence will not apply for so long as Tenant's stock is listed for sale as a publicly traded security on a national securities exchange. 21.4.3 11.4.3 Notwithstanding the last sentence of Section 21.4.1 11.4.2 to the contrary, Landlord agrees that the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and shall not require the consent or approval of Landlord. 21.4.4 11.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s 's benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s 's obligations hereunder.

Affiliated Entity; Sale of Business. 21.4.1 Notwithstanding anything to the contrary in this Lease, so long as such transfer is not effectuated as part of a transaction or series of transfers orchestrated in order to effect a transfer of this Lease (or Tenant’s 's interest herein) in isolation to Tenant’s 's other leasehold interests and assets, Landlord Tenant shall not unreasonably withhold its have the right without Landlord's consent to any sublease, assignment sublease the Premises or other transfer of assign this Lease to any other entity which (i) which controls or is controlled by Tenant, or (ii) which is under common control with controlled by Tenant's parent company, or (iii) which purchases all or substantially all of the assets of Tenant, or (iv) which purchases all or substantially all of the stock of Tenant or (v) which merges with Tenant pursuant to a valid statutory merger; provided, that (1) the assignee or sublessee is not rendered financially able unable to meet all of its obligations under the proposed assignment or subleasethis Lease, and (2) in such event, (a) except in cases of statutory merger, in which case the surviving entity in the merger shall be liable as the Tenant under this Lease, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquiror of such assets or stock, and (b) the terms of any guaranty of this Lease shall remain in full force and effect, unmodified, and (c) following such sublease or assignment, Tenant or such assignee, as the case may be, shall continue to comply with all of its obligations under this Lease, including with respect to its Permitted Use of the Premises, as set forth in Section 4.1, above. 21.4.2 Tenant shall be required to give Landlord at least thirty ten (3010) business days written notice in advance of any sublease or assignment within the scope of Section 21.4.1, above. Any other transfer of fifty percent (50%) or more of the ownership interests (including, without limitation, partnership interests or stock) in Tenant or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute an assignment of this Lease, and shall shall, except as provided in Section 21.4.1, above, be subject to Landlord’s 's consent as aforesaid. 21.4.3 Notwithstanding the last sentence of Section 21.4.1 to the contrary, Landlord agrees that (i) the offer and sale by Tenant (or any stockholder of Tenant) of any stock pursuant to an effective registration statement filed pursuant to the Securities Act of 1933 (including any initial public offering of registered stock of the Tenant) or pursuant to and in accordance with the securities laws of any foreign country governing publicly traded companies and not in violation of U.S. law, shall not constitute an assignment of this Lease, and (ii) the issuance of new equity interests in Tenant to bona fide third party investors for bona fide consideration, shall not require the consent or approval of Landlord. 21.4.4 Tenant shall not transfer all or substantially all of its assets to any person or entity unless either (i) this Lease is one of the assets so transferred to such other person or entity, and the transferee assumes in writing, for Landlord’s 's benefit, the obligations of Tenant accruing hereunder from and after the effective date of the transfer, or (ii) the transferee(s) thereof otherwise delivers to Landlord a written assumption of Tenant’s 's obligations hereunder.