Common use of Assignment And Sublease Of Premises Clause in Contracts

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereof, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received Landlord's consent thereto shall be void. Any dissolution, consolidation, merger or other reorganization of Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, or any sale of all or substantially all of the assets of Tenant, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoing, Landlord's consent shall not in any event be required for (i) an initial public offering of the common stock of Tenant, or for any stock transfer or conversion in connection with any such initial public offering; (ii) any merger, consolidation or other reorganization, or any sale of substantially all of the assets of Tenant, PROVIDED that (x) the net worth of the surviving entity or transferee is equal to or greater than that of Tenant immediately prior to the applicable transaction, (y) Tenant gives Landlord prior or concurrent written notice of the applicable transaction, and (z) the surviving entity or transferee expressly assumes in writing, for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) any sale or transfer of the stock of Tenant, other than pursuant to a dissolution, consolidation, merger, reorganization or sale of substantially all assets as specifically described above.

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereofsublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received Landlord's consent thereto shall be void. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, Tenant or any sale of all or substantially all of the its assets of Tenant, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding anything in this Section 11.1 to the foregoingcontrary, Tenant may assign this Lease or sublet the Premises, in whole or in part, without Landlord's consent shall not in (but with prior or concurrent written notice to Landlord), to (a) any event be required for (i) an initial public offering of the subsidiary, division or other entity controlled by, controlling or under common stock of control with Tenant, or for any stock transfer or conversion in connection with any such initial public offering; (iib) any entity or person which is the successor to Tenant by merger, consolidation or other reorganization, nonbankruptcy reorganization or any sale of which acquires substantially all of the assets of Tenant's business conducted in the Premises, PROVIDED provided in each such instance that (x) any such assignee or successor assumes in full, in writing and for the benefit of Landlord, the obligations of Tenant under this Lease and that the net worth of the surviving entity assignee or transferee successor immediately after the applicable transfer is equal to or greater than that of Tenant immediately prior to the applicable transactiontransfer. In addition, (y) Tenant gives Landlord prior or concurrent written notice of the applicable transaction, and (z) the surviving entity or transferee expressly assumes in writing, for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) any no sale or transfer of the capital stock of Tenant in connection with any initial public offering of Tenant's stock or through the facilities of any public securities exchange shall be deemed to be an assignment, subletting or other than pursuant to a dissolutiontransfer of the Lease, consolidation, merger, reorganization the Premises or sale of substantially all assets as specifically described aboveany interest therein.

Assignment And Sublease Of Premises. Tenant shall not have the ----------------------------------- right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereofsublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received Landlord's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord's use of the balance of the Building or Property. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, Tenant or any sale of all or substantially all of the its assets of Tenant, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoingforegoing or anything in this Section 11.1 to the contrary, Tenant may assign this Lease or sublet the Premises, in whole or in part, without Landlord's consent shall not in (but with prior or concurrent written notice to Landlord), to (a) any event be required for (i) an initial public offering of the entity controlled by, controlling or under common stock of control with Tenant, including any entity resulting from a reincorporation of Tenant in another state, or for any stock transfer or conversion in connection with any such initial public offering; (iib) any entity or person which acquires by merger, consolidation or other reorganization, or any sale of otherwise substantially all of the assets of Tenant, PROVIDED provided that (x) any such assignee assumes in full, in writing and for the benefit of Landlord, the obligations of Tenant under this Lease and that the net worth of the surviving entity or transferee assignee is equal to or greater than that of Tenant immediately prior to the applicable transactiontransfer. In addition, (y) Tenant gives Landlord prior or concurrent written notice of the applicable transaction, and (z) the surviving entity or transferee expressly assumes in writing, Landlord's consent shall not be required for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) any a sale or transfer of the capital stock of Tenant, other than pursuant to Tenant (x) if such sale or transfer occurs in connection with a bona fide financing or capitalization for the benefit of Tenant and does not constitute part of a dissolution, consolidation, merger, merger or reorganization or sale of substantially all assets Tenant as specifically described above, or (y) during any period in which Tenant has a class of publicly traded stock.

Assignment And Sublease Of Premises. (a) Except as otherwise expressly provided herein, Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereofsublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received Landlord's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is incompatible with Landlord's use of the balance of the Building or Property. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, Tenant or any sale of all or substantially all of the its assets of Tenant, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoingforegoing provisions, however, Tenant shall have the right to assign this Lease and/or to sublet all or any portion of the Premises without the prior written consent of Landlord (but with prior or concurrent written notice to Landlord's consent shall ), subject only to the provisions of Section 11.2(a) below and not in any event be required for to the provisions of Section 11.2(b) or (c) below, to (i) an initial public offering of the common stock any corporation or other entity that is a parent, subsidiary or affiliate of Tenant, or for any stock transfer that controls, is controlled by or conversion in connection is under common control with any such initial public offeringTenant; (ii) any merger, consolidation corporation or other reorganization, entity that is a successor (immediate or remote) to the initial Tenant named herein by merger or consolidation in accordance with applicable law; or (iii) any sale purchaser of all or substantially all of the assets or substantially all of the voting stock and equity interests in Tenant. (b) Notwithstanding any other provisions of this Section 11.1, Landlord acknowledges that as part of the ordinary course of Tenant's business, PROVIDED Tenant permits customers or clients to maintain equipment owned by such customers or clients on Tenant's premises and/or to share equipment and data located or maintained on Tenant's premises. The parties agree that (xi) the net worth so long as Tenant's arrangements with such clients or customers are not called "subleases" but are instead called licenses or some other form or arrangement other than a sublease, such arrangements shall not be considered to be subleases for purposes of the surviving entity or transferee is equal to or greater than that this Section 11.1 and shall not trigger any obligation of Tenant immediately prior to the applicable transactionLandlord under Section 11.2(c) hereof, (yii) any such arrangements which are called "subleases" shall require Landlord's consent (not to be unreasonably withheld, delayed or conditioned) but shall not trigger any obligation of Tenant gives to Landlord prior or concurrent written notice of the applicable transactionunder Section 11.2(c) hereof, and (z) the surviving entity or transferee expressly assumes in writing, for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) any sale such arrangements shall be evidenced by a written agreement between Tenant and the applicable client or transfer customer and such written agreement shall be expressly subordinate and subject to the terms and provisions of this Lease, and (iv) Tenant shall remain fully responsible to Landlord for the stock due and prompt performance of Tenantall obligations of Tenant under this Lease for the entire Premises, other than pursuant to a dissolution, consolidation, merger, reorganization or sale of substantially all assets as specifically described abovenotwithstanding any such arrangements.

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereofsublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant's ’s interest in this Lease requiring but not having received Landlord's ’s consent thereto shall be void. Any dissolutionWithout limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Building or Property. Notwithstanding anything above in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result of a merger, consolidation, merger nonbankruptcy reorganization or other reorganization (b) the transfer by Tenant of Tenant, or any series its interest in this Lease to a purchaser of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, or any sale of all or substantially all of the assets of Tenant, provided that the transaction described in the foregoing clauses (a) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required abovethis Lease. Notwithstanding anything above in this Section 11.1, a sublease or assignment of this Lease to an entity that owns more than fifty-one percent (51%) of the foregoing, Landlord's consent outstanding equity securities of Tenant or that is a wholly-owned subsidiary of Tenant shall not be considered a sublease or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in any event be required for (i) an initial public offering writing of the common stock of Tenant, proposed sublease or for any stock assignment at least ten (10) days before the transfer or conversion in connection with any such initial public offering; (ii) any merger, consolidation or other reorganization, or any sale of substantially all of the assets of Tenant, PROVIDED that (x) the net worth of the surviving entity or transferee is equal to or greater than that of Tenant immediately prior to the applicable transaction, (y) Tenant gives Landlord prior or concurrent written notice of the applicable transaction, and (z) the surviving entity or transferee expressly assumes in writing, for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) any sale or transfer of the stock of Tenant, other than pursuant to a dissolution, consolidation, merger, reorganization or sale of substantially all assets as specifically described aboveoccur.

Assignment And Sublease Of Premises. Tenant shall not have the right or power ?????? to assign its interest in this Lease, or make any sublease of the Premises or any portion thereofsublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Any purported sublease or assignment of Tenant's interest in this Lease requiring but not having received receive Landlord's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord's use of the balance of the Building or Property. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, Tenant or any sale of all or substantially all of the its assets of Tenant, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoingany other provisions of this Section 11.1, Landlord's written consent shall not in any event be required for (ia) an initial public offering of the common stock any assignment or sublease by Tenant to a parent, subsidiary or affiliate of Tenant, or for any stock transfer or conversion in connection provided that Tenant provides Landlord with any such initial public offering; (ii) any merger, consolidation or other reorganization, or any sale of substantially all of the assets of Tenant, PROVIDED that (x) the net worth of the surviving entity or transferee is equal to or greater than that of Tenant immediately prior to the applicable transaction, (y) Tenant gives Landlord prior or concurrent written notice of such assignment or sublease, that the applicable transaction, and assignee (zif applicable) the surviving entity or transferee shall expressly assumes assume in writing, for the benefit of Landlord, Tenant's remaining the obligations of Tenant under this Lease, and that all other provisions of this Article 11 shall remain applicable to such assignment or sublease; and/or or (iiib) any sale or transfer of the stock of Tenant, other than pursuant to a dissolution, consolidation, merger, merger or other reorganization of Tenant or sale of substantially all of the stock or assets as specifically described aboveof Tenant, provided that the successor (if a different legal entity from Tenant) or asset purchaser shall expressly assume in writing, for the benefit of Landlord, the obligations of Tenant under this Lease, that such successor or asset purchaser shall have a net worth and net current assets (each determined in accordance with generally accepted accounting principles) not materially less than those of Tenant both at the execution of this Lease and immediately prior to the applicable transaction, that all other provisions of this Article 11 shall remain applicable to the parties to such transaction and that Tenant 21 shall provide Landlord with prior written notice of the transaction and with evidence reasonably satisfactory to Landlord of the satisfaction of the foregoing conditions.

Assignment And Sublease Of Premises. Except in the case of a Permitted Transfer, Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease of the Premises or any portion thereof, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported sublease or assignment of Tenant's ’s interest in this Lease requiring but not having received Landlord's ’s consent thereto (to the extent such consent is required hereunder) shall be void. Any Without limiting the generality of the foregoing provisions, Landlord may withhold consent to any proposed subletting or assignment solely on the ground, if applicable, that the use by the proposed subtenant or assignee is reasonably likely to be materially incompatible with Landlord’s use of the balance of the Property, unless the proposed use is within the permitted uses specified in Section 10.1, in which event it shall not be reasonable for Landlord to object to the proposed use. Except in the case of a Permitted Transfer, any dissolution, consolidation, merger or other reorganization of Tenant, or any series sale or transfer of one or more of such related events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant, or any sale of all or substantially all of the stock or assets of TenantTenant in a single transaction or series of related transactions, shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoing, Landlord's consent shall not in any event be required for (i) an initial public offering of the common stock no issuance or sale of Tenant’s capital stock through any public securities exchange nor any other issuance of Tenant’s capital stock for bona fide financing purposes shall be deemed to be an assignment, subletting or for any stock transfer hereunder or conversion in connection with any such initial public offeringrequire Landlord’s consent hereunder; and (ii) any merger, consolidation Tenant shall have the right to assign this Lease or other reorganization, sublet the Premises or any sale of substantially all of the assets of Tenantportion thereof, PROVIDED that without Landlord’s consent (x) the net worth of the surviving entity or transferee is equal to or greater than that of Tenant immediately prior to the applicable transaction, (y) Tenant gives Landlord but with prior or concurrent written notice by Tenant to Landlord), to any Affiliate of the applicable transactionTenant, and (z) the surviving or to any entity which results from a merger or transferee expressly assumes in writingconsolidation with Tenant, for the benefit of Landlord, Tenant's remaining obligations under this Lease; and/or (iii) or to any sale entity which acquires all or transfer substantially all of the stock or assets of Tenant as a going concern (hereinafter each a “Permitted Transfer”). For purposes of the preceding sentence, an “Affiliate” of Tenant shall mean any entity in which Tenant owns at least a fifty percent (50%) equity interest, any entity which owns at least a fifty percent (50%) equity interest in Tenant, and/or any entity which is related to Tenant by a chain of ownership interests involving at least a fifty percent (50%) equity interest at each level in the chain. Landlord shall have no right to terminate this Lease in connection with, and shall have no right to any sums or other than pursuant economic consideration resulting from, any Permitted Transfer. Except as expressly set forth in this Section 12.1 however, the provisions of Section 12.2 shall remain applicable to a dissolution, consolidation, merger, reorganization or sale any Permitted Transfer and the transferee under such Permitted Transfer shall be and remain subject to all of substantially all assets as specifically described abovethe terms and provisions of this Lease.