Common use of Certain Transfers Clause in Contracts

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the terms and requirements of Sections 9.2 and 9.3 shall apply with respect to such Permitted Transfer.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a privately held corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares shall be deemed an assignment within the meaning and provisions of stock constituting a transfer of twenty-five percent (25%) or more this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, includingright, without limitationobtaining Landlord's consent, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of (a) to assign this Lease or the subletting of sublet all or any portion part of the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any entity controllingwhich controls, is controlled by or under common control with, with Tenant, ; (c) to assign this Lease or as a result sublet all or any part of the sale Premises to an entity into which Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or a portion of this Lease to an entity which acquires all or substantially all of Tenant’s 's business assets(all of the foregoing, for purposes of this Lease, being defined as a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), "Affiliate") so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger, assignment or transfer is at least equal to the or greater of the net worth of Tenant as of the execution of this Lease by Landlord or than the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such Permitted Transfertransaction is restricted by securities or other law) such merger, assignment or transfer, written notice of such Permitted Transfer thereof and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the terms and requirements of Sections Section 9.2 and 9.3 shall apply (with respect to subleases) shall apply to such Permitted Transfersublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply thereto. For purposes of this Section, the term "control" shall mean an equity or ownership interest of fifty percent (50%) or more or the ability whether by ownership of shares or other equity interest, by agreement or otherwise, to elect a majority of the directors in the case of a corporation, or if not a corporation, to make management decisions on behalf of the entity.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof)) shall be deemed an assignment within the meaning and provisions of this Article; provided, or (c) any other direct or indirect change however, that the original issuance of control shares of Tenant, including, without limitation, change voting stock to Tenant and/or the transfer of control voting shares of stock between Tenant’s parent company existing shareholders or a merger to immediate family members of existing shareholders, including by Tenant reason of gift or its parent companydeath, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoingforegoing or anything to the contrary contained in this Article IX, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) a subsidiary, affiliate, division or the subletting of all or any portion of the Premises to any entity corporation controlling, controlled by or under common control with, with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or as non-bankruptcy reorganization, or (iii) a result of the sale purchaser of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization assets (each of Tenant (collectivelythe foregoing, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer assignment or merger and such reasonable assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The Except as otherwise described herein, the following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any to: (A) an entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, resulting from a merger by or consolidation of Tenant with or into another entity or a reorganization of Tenant, (B) Any entity succeeding to the business and assets of Tenant, (C) any entity controlling, controlled by, or under common control with Tenant (collectively, a “Permitted Transfer”), ” so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment. Notwithstanding the foregoing provisions of this Section 9.4, a sale of stock by Tenant in connection with a private equity or venture capital financing shall not be considered an assignment requiring advance notice to or approval by Landlord provided the tangible net worth of Tenant is not impaired as a result of such financing and provided further that such financing is not structured as a subterfuge to avoid the obligations and restrictions of this Lease. For the purposes of this Section 9.4, “tangible net worth” means stockholders equity as shown on a financial statement prepared in accordance with GAAP less the amounts shown on such statement as goodwill and other intangible assets.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger Permitted Transfer by Tenant or its parent company; provided, however, that this provision shall not apply to an initial public offering of the securities of Tenant or if Tenant is a publicly traded company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting a sublease of all or any a portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or an “Affiliate” (as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization hereinafter defined) of Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer or reorganization and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such Permitted Transfer. An “Affiliate” means any entity that (i) controls, is controlled by, or is under common control with Tenant, (ii) results from the transfer of all or substantially all of Tenant’s assets or stock, (iii) results from the merger or consolidation of Tenant with another entity, or (iv) succeeds to all or substantially all of the business and assets of Tenant. For purposes of the foregoing sentence, “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary discretion of the entity’s affairs.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; : (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), ) or (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership that results in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companysuch entity. Notwithstanding the foregoing, Landlord’s consent occupancy of all or part of the Premises by a corporate parent, subsidiary, or affiliated companies of Tenant or of Tenant's parent or of Tenant's subsidiary shall not be required for deemed an assignment or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the assignment obligations of this Article IX. Furthermore, without limiting the generality of the foregoing, Tenant may assign the Lease at any time, or the subletting of sublease all or any portion part of the Premises Premises, without receipt of Landlord's consent, to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of which acquires all or substantially all of Tenant’s business assets's business, a merger or which is acquired in whole or in part by Tenant with Tenant, or into another which is controlled directly or indirectly by Tenant, or which entity controls, directly or a reorganization of indirectly, Tenant (collectively"AFFILIATE"), a “Permitted Transfer”)or which owns or is owned by the Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of this Lease. In connection with any such transfer to an Affiliate, (i) if Tenant does not survive and remain in the case of an assignment of this Leaseexistence after such transfer, the net worth of the successor or reorganized entity after such Permitted Transfer transfer is at least equal to the greater lower of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfertransfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, transfer; (ii) Tenant shall provide to Landlord, prior to such Permitted Transfertransfer, written notice of such Permitted Transfer transfer and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, therewith and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transferassignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to reflect the addition, withdrawal or change in ownership interests of the shareholder employees of Tenant shall not be deemed an assignment or other transfer of Tenant's interest in this Lease.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) or more (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises Transfer to any entity controlling, controlled by or under common control with, Tenant, or an "Affiliate" (as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”defined below), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity transferee after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transfer. As used herein, Tenant's "Affiliate" shall be defined as (i) a corporation into or with which Tenant is merged or consolidated; (ii) a corporation into which all or substantially all of Tenant's assets are transferred; (iii) any corporation or other entity which controls or is controlled by Tenant; or (iv) a corporation controlled by Tenant's parent corporation to the same extent as Tenant is controlled by such parent corporation.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; : (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), ) or (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership that results in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companysuch entity. Notwithstanding the foregoing, Landlordoccupancy of all or part of the Premises by a corporate parent, subsidiary, or affiliated companies of Tenant or of Tenant’s consent parent or of Tenant’s subsidiary shall not be required for deemed an assignment or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the assignment obligations of this Article IX. Furthermore, without limiting the generality of the foregoing, Tenant may assign the Lease at any time, or the subletting of sublease all or any portion part of the Premises Premises, without receipt of Landlord’s consent, to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of which acquires all or substantially all of Tenant’s business assetsbusiness, a merger or which is acquired in whole or in part by Tenant with Tenant, or into another which is controlled directly or indirectly by Tenant, or which entity controls, directly or a reorganization of indirectly, Tenant (collectively, a “Permitted TransferAffiliate”), or which owns or is owned by the Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of this Lease. In connection with any such transfer to an Affiliate, (i) if Tenant does not survive and remain in the case of an assignment of this Leaseexistence after such transfer, the net worth of the successor or reorganized entity after such Permitted Transfer transfer is at least equal to the greater lower of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfertransfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, transfer; (ii) Tenant shall provide to Landlord, prior to such Permitted Transfertransfer, written notice of such Permitted Transfer transfer and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, ; and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transferassignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to reflect the addition, withdrawal or change in ownership interests of the shareholder employees of Tenant shall not be deemed an assignment or other transfer of Tenant’s interest in this Lease.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity, or to any parent, wholly-owned subsidiary or other entity controlled by, controlling or a reorganization of under common control with Tenant (collectively, collectively a “Permitted Transfer”), "Tenant Affiliate") so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, written notice of such Permitted Transfer merger and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transferassignment. Control for the purposes of defining a Tenant Affiliate means a direct or indirect ownership of more than fifty percent (50%) of the voting securities of such entity or possession of the right to vote or otherwise cause the direction of the management and policy of such entity.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a corporation, a limited liability company, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, limited liability company, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)entity, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger or sale is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or sale, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or sale, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or sale, written notice of such Permitted Transfer merger or sale and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such Permitted Transferassignment. Landlord's consent shall also not be required for the transfer or assignment of any stock or interest in Tenant made as a result of the death or incapacity of the holder of such stock or interest, or made for estate planning purposes where the initial holder of such stock or interest continues to indirectly hold or control such stock or interest.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or entity, a reorganization of Tenant, or as the result of an initial public offering of stock in Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 (but not of Section 9.1) of this Lease shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the terms and requirements of Sections 9.2 and 9.3 shall apply with respect to such Permitted Transfer.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization for the assignment of this Lease to any parent, wholly-owned subsidiary or other entity controlled by, controlling or under common control with Tenant (collectively, a “Permitted Transfer”” herein), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such Permitted Transfer.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companystock. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for a transfer to any affiliate of Tenant, nor to the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)Tenant, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization (unless applicable law precludes such disclosure in which case it shall be made promptly following the merger), (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer merger or reorganization and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewiththerewith (unless applicable law precludes such disclosure in which case it shall be made promptly following the merger), and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in excess of fifty percent (50%) in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five in excess of fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change thereof shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)entity, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, written notice of such Permitted Transfer merger and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements of Sections 9.2 and 9.3 this Article shall apply with respect to such assignment. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant, to any entity which results from a merger or consolidation with Tenant, to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, (hereinafter each a "Permitted Transfer"); provided, however, all such activities shall only be allowed to the extent that the assignee or sublessee has a net worth equal to or greater than Tenant. In addition, any sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any BONA FIDE financing or capitalization for the benefit of Tenant, or (2) Tenant becomes a publicly traded corporation, or (3) such sale or transfer is made to any publicly traded corporation; provided, however, any such action shall only be considered a Permitted Transfer if the transfer or sale is to an entity with a net worth equal to or greater than Tenant. Without limiting the generality, of the foregoing, Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s 's parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)Tenant, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer merger or reorganization and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifteen percent (2515%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifteen percent (2515%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s 's parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)Tenant, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer merger or reorganization and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, : (A) Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenantor controlled by Tenant (a “Tenant Affiliate”), and (B) Landlord’s consent shall not be required for the assignment of this Lease to a Tenant Affiliate, or as a result of the a sale of all or substantially all of Tenant’s business assets, the sale of the capital stock of Tenant, or as the result of a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the Tenant Affiliate or of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the terms and requirements of Sections Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease or the subletting of all or any portion of the Premises to any entity controlling, controlled by or under common control with, Tenant, or as a result of the sale of all or substantially all of Tenant’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”)Tenant, so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer merger or reorganization and such assignment or sublease documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the terms and requirements of Sections Section 9.2 and 9.3 shall apply with respect to such Permitted Transferassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business)) or, (b) if Tenant is a privately held corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares shall be deemed an assignment within the meaning and provisions of stock constituting a transfer of twenty-five percent (25%) or more this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, includingright, without limitationobtaining Landlord's consent, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of (a) to assign this Lease or the subletting of sublet all or any portion part of the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any entity controllingwhich controls, is controlled by or under common control with, with Tenant, ; (c) to assign this Lease or as a result sublet all or any part of the sale Premises to an entity into which Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or a portion of this Lease to an entity which acquires all or substantially all of Tenant’s 's business assets(all of the foregoing, for purposes of this Lease, being defined as a merger by Tenant with or into another entity or a reorganization of Tenant (collectively, a “Permitted Transfer”), "Affiliate") so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer merger, assignment or transfer is at least equal to the or greater of the net worth of Tenant as of the execution of this Lease by Landlord or than the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such Permitted Transfertransaction is restricted by securities or other law) such merger, assignment or transfer, written notice of such Permitted Transfer thereof and such assignment or sublease documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the terms and requirements of Sections Section 9.2 and 9.3 shall apply (with respect to such Permitted Transfer.to