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), or (b) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s voting stock. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease to: (A) any person(s) or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the net worth of Tenant as of the execution of this Lease by Landlord, 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 documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of 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 assets (other than bulk sales in the ordinary course of business)) or, if Tenant is a corporation, an unincorporated association, or (b) a partnership, the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than such corporation, association, or partnership in the aggregate of fifty percent (50%50%)(except for publicly traded shares of stock) shall be deemed an assignment within the meaning and provisions of Tenant’s voting stockthis Article. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease to: (A) any person(s) as a result of a merger by Tenant with or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving into another entity, or (C) to any person or legal entity which acquires as the result of a transfer of all or substantially all of Tenant’s assets, or as the assets result of the acquisition of Tenant’s shares of the stock or stock of Tenant other ownership interests (each of the foregoing is hereinafter referred to as foregoing, a “Permitted Transfer”” herein), so long as (i) 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 LandlordLandlord 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 documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such assignment. For purposes Permitted Transfer, except for the provisions of this Section 9.4, a public or private offering of Tenant debt or equity 9.1 which shall not be deemed an assignment of this Leaseapply.

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 Tenant to a single entity which constitutes more than fifty such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (5025%) (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 voting stockparent 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 to: (A) any person(s) as a result of a merger by Tenant with or into another entity who controls, is controlled by or is under common control with a reorganization of Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”), so long as (i) 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 LandlordLandlord or the net worth of Tenant immediately prior to the date of such merger or reorganization, evidence of which, reasonably 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 documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of 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 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 Tenant to a single entity which constitutes more than fifty such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (5025%) (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 voting stockparent 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 to: (A) or the subletting of all or any person(s) or portion of the Premises to any entity who controlscontrolling, is controlled by or is under common control with with, Tenant, (B) to any entity resulting from or as a result of the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires sale of all or substantially all of the assets Tenant’s business assets, a merger by Tenant with or stock into another entity or a reorganization of Tenant (each of the foregoing is hereinafter referred to as 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 LandlordLandlord 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 Section of Sections 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of this LeasePermitted 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, if Tenant is a corporation, an unincorporated association, or (b) a partnership, the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty such corporation, association, or partnership in the aggregate of twenty- five percent (5025%) (except for publicly traded shares of Tenant’s voting stockstock 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. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to: (A) to any person(s) or entity who controlscontrolling, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization as a result of a merger by Tenant with Tenant, whether or not Tenant is the surviving into another entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer assignment or merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by LandlordLandlord or the net worth of Tenant immediately prior to the date of such assignment or merger, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transferassignment or merger, (ii) Tenant shall provide to Landlord, prior to such Permitted Transferassignment or merger, written notice of such Permitted Transfer assignment or merger and such assignment documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of this Lease.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s voting stock. Notwithstanding the foregoingArticle IX, Landlord’s 's consent shall not be required for the assignment of this Lease to: Lease, or to a subletting of the Premises, to (Aa) any person(s) a subsidiary, affiliate, division or entity who controlscorporation controlling, is controlled by or is under common control with Tenant, (Bb) a successor corporation to any entity resulting from the Tenant by merger, consolidation consolidation, non-bankruptcy reorganization, or other reorganization with Tenant, whether or not Tenant is the surviving entitygovernment action, or (Cc) to any person or legal entity which acquires all or a purchaser of substantially all of Tenant's assets located in the assets or stock of Premises (collectively, a "Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such Permitted Transfer merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant as immediately prior to the date of the execution of this Lease by Landlordsuch merger, consolidation, reorganization, action or assignment, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transferthereto, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, written consolidation, reorganization, action or assignment, Written notice of such Permitted Transfer thereof and such assignment documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment. For purposes , except for the terms and requirements of this Section 9.4, a public or private offering of Tenant debt or equity 9.1 which shall not be deemed an assignment of this Leaseapply thereto.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s voting stock. Notwithstanding the foregoingArticle IX, Landlord’s consent shall not be required for the assignment of this Lease to: Lease, or to a subletting of the Premises, to (Aa) any person(s) a subsidiary, affiliate, division or entity who controlscorporation controlling, is controlled by or is under common control with Tenant, (Bb) a successor corporation to any entity resulting from the Tenant by merger, consolidation consolidation, non-bankruptcy reorganization, or other reorganization with Tenant, whether or not Tenant is the surviving entitygovernment action, or (Cc) to any person or legal entity which acquires all or a purchaser of substantially all of Tenant’s assets located in the assets or stock of Premises (collectively, a “Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”Affiliate” herein), so long as (i) the net worth of the successor or reorganized entity after any such Permitted Transfer merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant as immediately prior to the date of the execution of this Lease by Landlordsuch merger, consolidation, reorganization, action or assignment, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transferthereto, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, written consolidation, reorganization, action or assignment, Written notice of such Permitted Transfer thereof and such assignment documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment. For purposes , except for the terms and requirements of this Section 9.4, a public or private offering of Tenant debt or equity 9.1 which shall not be deemed an assignment of this Leaseapply thereto.

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 Tenant to a single entity which constitutes more than such corporation, association, limited liability company or partnership in the aggregate of fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) 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 voting stockparent company or a 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 to: (A) any person(s) or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires a sublease of all or substantially all a portion of the assets or stock Premises to an “Affiliate” (as hereinafter defined) of Tenant (each of the foregoing is hereinafter referred to as collectively, a “Permitted Transfer”), so long as (i) the net worth “Net Worth” (as hereinafter defined) of the successor or reorganized entity after such Permitted Transfer is at least equal to the net worth greater of the Net Worth of Tenant as of the execution of this Lease by LandlordLandlord 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 or reorganization and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignmentPermitted Transfer. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of this Lease.“Net Worth” means tangible net worth

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s voting stock. Notwithstanding the foregoingArticle IX, Landlord’s 's consent shall not be required for the assignment of this Lease to: Lease, or to a subletting of the Premises, to (Aa) any person(s) a subsidiary, affiliate, division or entity who controlscorporation controlling, is controlled by or is under common control with Tenant, (Bb) a successor corporation to any entity resulting from the Tenant by merger, consolidation consolidation, nonbankruptcy reorganization, or other reorganization with government action, (c) a purchaser of substantially all of Tenant, whether or not Tenant is 's assets located in the surviving entityPremises, or (Cd) to any person or legal entity which acquires all or substantially all either of the assets or stock Guarantors of this Lease (collectively, a "Tenant (each of the foregoing is hereinafter referred to as “Permitted Transfer”Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such Permitted Transfer merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant as immediately prior to the date of the execution of this Lease by Landlordsuch merger, consolidation, reorganization, action or assignment, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transferthereto, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, consolidation, reorganization, action or assignment, written notice of such Permitted Transfer thereof and such assignment documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment. For purposes , except for the terms and requirements of this Section 9.4, a public or private offering of Tenant debt or equity 9.1 which shall not be deemed an assignment of this Leaseapply thereto.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s voting stock. Notwithstanding the foregoingArticle IX, Landlord’s consent shall not be required for and Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, sublet the assignment of this Premises or assign the Lease to: to (A) any person(s) or an entity who controlscontrolling, is controlled by or is under common control with Tenantor controlled by Tenant (“Affiliate”), (B) a successor entity related to any entity resulting from the Tenant by purchase, merger, consolidation consolidation, nonbankruptcy reorganization, or other reorganization with Tenant, whether or not Tenant is the surviving entitygovernment action, or (C) to any person or legal entity which acquires all or a purchaser of substantially all of Tenant’s assets located in the assets or stock of Tenant Premises (each of the foregoing is hereinafter (A), (B) and (C) are collectively referred to herein as a “Permitted Transferees” and individually as a “Permitted Transferee” and transfers to such Permitted Transferees shall be collectively referred to herein as “Permitted TransferTransfers”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer Transferee is at least equal to the net worth of Tenant as immediately prior to the date of the execution of such Permitted Transfer, or, in Landlord’s reasonable determination, such Permitted Transferee has sufficient net worth to perform Tenant’s obligations under this Lease by LandlordLease, 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 documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignmentPermitted Transfer. For purposes A sale or transfer of this Section 9.4, a public or private offering of Tenant debt or equity Tenant’s capital stock shall not be deemed an assignment assignment, subletting or any other transfer of this LeaseLease or the Premises.

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, if Tenant is a corporation, an unincorporated association, or (b) a partnership, the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than such corporation, association, or partnership in the aggregate of fifty percent (50%) (except for publicly traded shares of Tenant’s voting stockstock constituting a transfer of fifty percent (50%) 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. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to: (A) to any person(s) entity controlling or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the or as a result of a merger, acquisition, consolidation or other reorganization with Tenant, whether by or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant with or into another entity (each any of the foregoing is hereinafter successor entities being herein referred to as “Permitted Transfer”a "Tenant Affiliate"), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer assignment is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by LandlordLandlord or the net worth of Tenant immediately prior to the date of such assignment, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transferassignment, (ii) Tenant shall provide to Landlord, prior to such Permitted Transferassignment, written notice of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) this Article shall apply with respect to such assignment. For purposes , except for the terms and requirements of this Section 9.4, a public or private offering of Tenant debt or equity 9.1 which shall not be deemed an assignment of this Leaseapply to such assignment.

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) the transfer, assignment or hypothecation of any stock or interest in Tenant to a single entity which constitutes more than fifty percent (50%) of Tenant’s 's voting stock. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to: (A) any person(s) or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as “"Permitted Transfer”"), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the net worth of Tenant as of the execution of this Lease by Landlord, 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 documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of this Lease.