Common use of Certain Transfers Clause in Contracts

Certain Transfers. Notwithstanding anything to the contrary contained in this Article IX, Landlord's consent shall not be required for the assignment of this Lease, or to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant immediately prior to the date of such merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior thereto, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, reorganization, action or assignment, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply 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), (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 anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for the assignment of this Lease, Lease as a result of a merger by Tenant with or to into another entity or a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all reorganization of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger, consolidation, reorganization, action or assignment, 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 merger, consolidation, merger or reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such merger or reorganization, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, merger or reorganization, action or assignment, written notice thereof of such merger or reorganization and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

Certain Transfers. Notwithstanding anything to the contrary contained in this Article IX, Landlord's ’s consent shall not be required for the assignment of this Lease, or to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's ’s assets located in the Premises, or (d) either of the Guarantors of this Lease Premises (collectively, a "“Tenant Affiliate" ” herein), so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant immediately prior to the date of such merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior thereto, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, reorganization, action or assignment, written Written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply 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), (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. Notwithstanding anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for a transfer to any affiliate of Tenant, nor to the assignment of this Lease, Lease as a result of a merger by Tenant with or to into another entity or a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all reorganization of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger, consolidation, reorganization, action or assignment, 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 merger, consolidation, merger or reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such merger 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 merger, consolidation, merger or reorganization, action or assignment, written notice thereof of such merger or reorganization and such assignment documentation and other information as Landlord may reasonably request 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 this Article Section 9.2 and 9.3 shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

Certain Transfers. Notwithstanding anything to the contrary contained in this Article IX, Landlord's consent shall not be required for the assignment of this Lease, or to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy non-bankruptcy reorganization, or government action, or (c) a purchaser of substantially all of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease Premises (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action or assignment, is at least equal to the net worth of Tenant immediately prior to the date of such merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior thereto, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, reorganization, action or assignment, written Written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply 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), (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 fifteen percent (15%) (except for publicly traded shares of stock constituting a transfer of fifteen percent (15%) 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 anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for the assignment of this Lease, Lease as a result of a merger by Tenant with or to into another entity or a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all reorganization of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger, consolidation, reorganization, action or assignment, 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 merger, consolidation, merger or reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such merger or reorganization, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, merger or reorganization, action or assignment, written notice thereof of such merger or reorganization and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

Certain Transfers. 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 a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, 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) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for the assignment of this Lease, or Lease to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by any entity controlling or under common control with Tenant, (b) or as a successor corporation to Tenant by result of a merger, consolidationacquisition, nonbankruptcy reorganization, consolidation or government action, reorganization by or of Tenant with or into another entity (c) a purchaser of substantially all of Tenant's assets located in the Premises, or (d) either any of the Guarantors of this Lease (collectively, foregoing successor entities being herein referred to as a "Tenant Affiliate" herein"), so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action or assignment, assignment 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 merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such assignment, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, reorganization, action or assignment, written notice thereof and of such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply theretoto such assignment.

Certain Transfers. 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 a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, 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. Notwithstanding anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for the assignment of this Lease, or Lease to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation any entity controlling, controlled by or under common control with Tenant, (b) or as a successor corporation to result of a merger by Tenant by merger, consolidation, nonbankruptcy reorganization, with or government action, (c) a purchaser of substantially all of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein)into another entity, so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action assignment or assignment, 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 assignment or merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such assignment or merger, (ii) Tenant shall provide to Landlord, prior to such assignment or merger, consolidation, reorganization, action or assignment, written notice thereof of such assignment or merger and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply 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), (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 anything to the contrary contained in this Article IXforegoing, Landlord's ’s consent shall not be required for the assignment of this Lease, Lease as a result of a merger by Tenant with or to into another entity or a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all reorganization of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger, consolidation, reorganization, action or assignment, 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 merger, consolidation, merger or reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such merger or reorganization, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, merger or reorganization, action or assignment, written notice thereof of such merger or reorganization and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

Certain Transfers. 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 a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, 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) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Article IXforegoing, Landlord's consent shall not be required for the assignment of this LeaseLease as a result of a merger by Tenant with or into another entity, the purchase of all or to a subletting of the Premises, to (a) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action, (c) a purchaser of substantially all of Tenant's assets located in the Premisesassets, or (d) either the sale or other transfer of the Guarantors of this Lease (collectively, stock constituting a "Tenant Affiliate" herein)controlling interest in Tenant, so long as (i) the net worth of the successor entity after any such merger, consolidation, reorganization, action or assignment, 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 merger, consolidation, reorganization, action or assignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior theretoto such merger, (ii) Tenant shall provide to Landlord, prior to such merger, consolidation, reorganization, action merger or assignmentother transaction, written notice thereof of such merger and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.