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 subletting of all or any portion of the Premises to any entity controlling, under common control with, or 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 a sale of all or substantially all of Tenant’s 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 (a “Permitted Transfer”), so long as (i) 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 documentation and other information as Landlord may require in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment.
Appears in 1 contract
Samples: Lease (Sonics, Inc.)
Certain Transfers. The following shall be deemed Director hereby covenants with the Corporation not to constitute an assignment make any sale of the shares of Common Stock underlying the Exchanged Securities under the Registration Statement without complying with the provisions of this Lease; Agreement and without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied (awhether physically or through compliance with Rule 172 under the Securities Act or any similar rule), and Director acknowledges and agrees that such shares of Common Stock underlying the Exchanged Securities are not transferable on the books of the Corporation unless the certificate submitted to the transfer agent evidencing the shares of Common Stock underlying the Exchanged Securities is accompanied by a separate Director’s Certificate of Subsequent Sale: (i) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course form of business)Exhibit B hereto, (bii) if Tenant is a corporationexecuted by Director, an unincorporated association, a limited liability company or a partnership, and (iii) to 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: effect that (A) Landlord’s consent shall not be required for the subletting shares of all Common Stock underlying the Exchanged Securities have been sold in accordance with the Registration Statement, the Securities Act, and any applicable state securities or any portion of the Premises to any entity controlling, under common control with, or controlled by Tenant (a “Tenant Affiliate”)Blue Sky laws, and (B) Landlordthe prospectus delivery requirement effectively has been satisfied. Director acknowledges that there may occasionally be times when the Corporation must suspend the use of the prospectus (the “Prospectus”) forming a part of the Registration Statement (a “Suspension”) until such time as an amendment to the Registration Statement has been filed by the Corporation and declared effective by the Commission, or until such time as the Corporation has filed an appropriate report with the Commission pursuant to the Exchange Act. Without the Corporation’s prior written consent, which consent shall not unreasonably be required withheld or delayed, Director shall not use any written materials to offer the shares of Common Stock underlying the Exchanged Securities for resale other than the assignment Prospectus, including any “free writing prospectus” as defined in Rule 405 under the Securities Act. Director covenants that it will not sell any shares of this Lease Common Stock underlying the Exchanged Securities pursuant to said Prospectus during the period commencing at the time when the Corporation gives Director written notice of the suspension of the use of said Prospectus and ending at the time when the Corporation gives Director written notice that Director may thereafter effect sales pursuant to said Prospectus. Notwithstanding the foregoing, the Corporation agrees that no Suspension shall be for a Tenant Affiliateperiod of longer than 60 consecutive days, or as and no Suspension shall be for a result period longer than 120 days in the aggregate in any 12 month period. Director further covenants to notify the Corporation promptly of a the sale of all of its shares of Common Stock underlying the Exchanged Securities. The term “Registration Statement” shall include any preliminary prospectus, final prospectus, free writing prospectus, exhibit, supplement, or substantially all of Tenant’s assetsamendment included in or relating to, and any document incorporated by reference in, the sale Registration Statement. At any time that Director is an Affiliate of the capital stock of TenantCorporation, or as the result of a merger by Tenant with or into another entity or a reorganization of Tenant (a “Permitted Transfer”), so long as (i) the net worth any resale of the Tenant Affiliate Exchanged Securities or shares of Common Stock underlying the successor or reorganized entity after such Permitted Transfer is at least equal Exchanged Securities that purports 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, be effected under Rule 144 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 require in connection therewith, and (iii) comply with all of the terms and requirements of Section 9.2 and 9.3 (but not such rule, including the “manner of Section 9.1) shall apply with respect to such assignmentsale” requirements set forth in Rule 144(f).
Appears in 1 contract
Samples: Director Fee Exchange Agreement (Epic Energy Resources, Inc.)
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: (A) Landlord’s consent shall not be required for the subletting of all or any portion of the Premises to any entity controlling, under common control with, or controlled by Tenant (a “Tenant Affiliate”), and (B) Landlord’s consent shall not be required for the assignment of this Lease to or a Tenant Affiliate, or as a result of a sale sublease of all or substantially all of Tenant’s assets, the sale a portion of the capital stock of Tenant, or Premises to an “Affiliate” (as the result of a merger by Tenant with or into another entity or a reorganization hereinafter defined) of Tenant (collectively, a “Permitted Transfer”), so long as (i) 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 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 of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignmentPermitted 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.
Appears in 1 contract
Samples: Lease (Micro Therapeutics Inc)
Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) other than to a Permitted Transferee, 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 privately held corporation, an unincorporated association, a limited liability company or a partnershippartnership (i), other than to a Permitted Transferee, 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 public offerings of shares of stock constituting stock), or (ii) other than a transfer merger with a Permitted Transferee, the merger by Tenant in which the stockholders of twenty-five Tenant immediately prior to the merger hold less than fifty percent (2550%) or more in of the aggregate, so long as no change in stock of the controlling interest of Tenant occurs as a result thereof)surviving entity immediately following the merger, or (c) any if Tenant’s parent company is a privately held corporation (i) other direct than to a Permitted Transferee, the transfer, assignment or indirect change of control hypothecation of Tenant’s parent company’s stock in the aggregate in excess of fifty percent (50%) in a single transaction or series of related transactions or (ii) other than a merger with a Permitted Transferee, including, without limitation, change a merger by Tenant’s parent company in a single transaction or series of control related transactions in which the stockholders of Tenant’s parent company hold less than fifty percent (50%) of the stock of the surviving entity immediately following such transaction or series of related transactions. For purposes hereof, a merger by Tenant or its parent company. Notwithstanding the foregoing“Permitted Transferee” shall mean: (Aa) Landlord’s consent shall not be required for the subletting of all any person(s) or any portion of the Premises entity who controls, is controlled by or is under common control with Tenant, (b) to any entity controllingresulting from the merger, under common control withconsolidation or other reorganization with Tenant, whether or controlled by 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 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 a sale of all or substantially all of Tenant’s 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 (a “Permitted Transfer”), ; so long as (i) the net worth of the Tenant Affiliate or 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, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to has provided Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such Permitted Transfer merger or reorganization and such assignment documentation documentation, evidence and other information as Landlord may reasonably require to confirm the foregoing and in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment.and
Appears in 1 contract
Samples: Lease (Lsi Logic Corp)
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 foregoing: contrary contained above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) days prior notice to Landlord, to (A) Landlord’s consent shall not be required for the subletting of sublet all or any portion part of the Premises to any entity controllingwhich controls Tenant, is controlled by Tenant or is under common control with, or controlled by with Tenant (collectively, a “Tenant Affiliate”), and (B) Landlord’s consent shall not be required for the assignment of assign its interest under this Lease to a Tenant Affiliate, or as to a result of a sale of all successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assetsassets or property, the sale of the capital stock or (C) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ over the counter market (collectively, or as the result of a merger by Tenant with or into another entity or a reorganization of Tenant (a “Permitted Transfer”); provided that in the event of a Permitted Transfer pursuant to clause (B) above, so long as (i) 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 with Tenant’s notice of such Permitted Transfer, (ii) . Tenant shall provide to Landlord, prior to any 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 terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignmentPermitted Transfer. Nothing contained in the foregoing is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease.
Appears in 1 contract
Samples: Lease (Netlist Inc)
Certain Transfers. The following shall be deemed to constitute an assignment For purposes of this Lease; , the term “Transfer” shall also include, and all of the foregoing provisions shall apply to: (i) the conversion, merger or consolidation of Tenant into a corporation, limited liability company or limited liability partnership, (ii) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners or members, or a transfer of a majority of partnership or membership interests, within a twelve month period, or the dissolution of the partnership or company, and (iii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the dissolution, merger, consolidation or other reorganization of Tenant, or within a twelve month period: (a) the sale or other transfer of all more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members by reason or substantially all gift or death) or (b) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s assets (other than bulk sales in net assets. However, on the ordinary course of business), (b) if condition that Tenant is a corporationnot in Default (beyond applicable notice and cure periods) of any term, an unincorporated associationcovenant or condition of this Lease, a limited liability company Tenant will have the right, with advance written notice to but without the consent of Landlord, to sublease the Premises, 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 portion 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 subletting of all or any portion of the Premises to any entity controlling, under common control with, or controlled by Tenant (a “Tenant Affiliate”), and (B) Landlord’s consent shall not be required for the assignment of assign this Lease to a Tenant Affiliate, or as a result of a sale of all or substantially all of Tenant’s 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 (a “Permitted Transfer”), so long as to: (i1) any corporation or entity which controls, is controlled by or is under common control with Tenant, on the condition that, in the case of an assignment, the assignee has a net worth of sufficient to meet 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 obligations of this Lease by Landlord for the remainder of the Lease Term, including any Renewal Term; or (2) an entity into or with which Tenant is merged or consolidated or to an entity to which all or substantially all of Tenant's ownership interests or assets are transferred, on the condition that the assignee or successor entity has a net worth sufficient to meet the obligations of Tenant immediately prior to this Lease for 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 documentation and other information as Landlord may require in connection therewith, and (iii) all remainder of the terms and requirements Lease Term, including any Renewal Term. The term "control" as used in this Section 13.F means a direct or indirect ownership interest with the power to directly or indirectly direct or cause the direction of Section 9.2 and 9.3 (but not the management or policies of Section 9.1) shall apply with respect to such assignmentthe Tenant. ARTICLE 14.
Appears in 1 contract
Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; If the Owner Participant (ai) 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 makes any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except ----------------- claim 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 payment 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 subletting of all or any portion of the Premises to any entity controlling, under common control with, indemnity provided by the Lessee in Section 6.01(a)(x) or controlled by Tenant (a “Tenant Affiliate”7.01(a)(vii), and (Bii) Landlord’s consent shall not be required for the assignment of this Lease to a Tenant Affiliate, or as a result of a sale of all or substantially all of Tenant’s assets, the sale of the capital stock of Tenant, or as such claim is the result of the direct or indirect acquisition or holding of a merger Pass-Through Certificate by Tenant an ERISA Plan, established or maintained by Owner Participant or any entity that is treated as a single employer with or into another entity or a reorganization of Tenant (a “Permitted Transfer”Owner Participant under Section 414(b), so long (c), (m) or (o) of the Code (an "ERISA Affiliate") or as to which Owner Participant or any ERISA Affiliate of Owner Participant contributed or is a member, the Lessee shall have the right, upon 30 days notice to the Owner Participant, to purchase the Beneficial Interest, on a Termination Date specified in such notice, for a price equal to the higher of (1) the Owner Participant's Share of Termination Value and (2) the Owner Participant's Share of FMV. In connection with any such purchase, the Lessee shall (i) the net worth obtain a written confirmation from each Rating Agency that such purchase will not result in a withdrawal, suspension or downgrading of the Tenant Affiliate ratings of any class of Pass-Through Certificates and (ii) pay all unpaid Supplemental Rent (including payment of such indemnity claim) due on or of before such Termination Date. The Lessee shall not have the successor or reorganized entity after such Permitted Transfer is at least equal right to purchase the Beneficial Interest in any instance pursuant to the greater foregoing sentence in the event the Owner Participant waives any claim for payment it may have in such instance pursuant to clause (i) above. For purposes of this Section 7.11, "Owner Participant's Share of Termination Value" means the net worth excess of Tenant (w) the Termination Value as of such Termination Date, over (x) the execution aggregate principal amount of this Lease by Landlord Equipment Notes that would be outstanding on such Termination Date (and accrued interest thereon at the Debt Rate) assuming all payments of Basic Rent payable on 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 TransferTermination Date shall have been paid when due, and "Owner Participant's Share of FMV" means the Fair Market Sales Value of the Aircraft as of such Termination Date, determined in accordance with the definition thereof but assuming (iiy) Tenant that the Aircraft is subject to the Lease, the Indenture, the indebtedness evidenced by the Equipment Notes and the other Operative Agreements and (z) that the violation giving rise to such indemnity claim has been cured. Nothing in this Section 7.11 shall provide affect the obligation of the Lessee to Landlord, make any payment of Supplemental Rent or Basic Rent due on or prior to such Permitted TransferTermination Date, written notice the payment of which amount is a condition precedent to the exercise by the Lessee of its rights under this Section 7.11; provided that, the -------- ---- portion, if any, of Basic Rent payable on such Permitted Transfer and Termination Date that is specified in column (4) of Exhibit C-1 to the Lease as allocable to the Allocation Period commencing on the day immediately following such assignment documentation and other information as Landlord may require Termination Date shall, in connection therewithwith any purchase under this Section 7.11, be deemed to be paid following such purchase, and (iii) all accordingly the Owner Participant shall have no interest in such portion of the terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to Basic Rent following such assignmentpurchase.
Appears in 1 contract
