Compliance Required. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “Transfers” and any person to whom any Transfer is made or sought to be made is referred to as a “Transferee”). Any Transfer made without complying with this Article 17 shall, at Landlord’s option, be null, void and of no effect. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. For purposes of this Lease, the term Transfer shall include: (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or a majority of the partners, or a transfer of a majority of partnership interests, or the dissolution, merger, consolidation or other reorganization of the partnership, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the partnership interests of Tenant; (ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a majority of members, or a transfer of a majority of the membership interests, or the dissolution, merger, consolidation or other reorganization of the limited liability company; and (iii) if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than sales on a public stock exchange), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets.
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Samples: Office Lease (iRhythm Technologies, Inc.), Office Lease (iRhythm Technologies, Inc.)
Compliance Required. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayedwithheld: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties its employees (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “Transfers” and any person to whom any Transfer is made or sought to be made is referred to as a “Transferee”). Any Transfer made without complying with this Article 17 shall, at Landlord’s option, be null, void and of no effect. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. For purposes of this Lease, the term Transfer shall include: (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or a majority of the partners, or a transfer of a majority of partnership interests, or the dissolution, merger, consolidation or other reorganization dissolution of the partnership, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the partnership interests of Tenant; (ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a majority of members, or a transfer of a majority of the membership interests, or the dissolution, merger, consolidation or other reorganization dissolution of the limited liability company; and (iii) if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than (A) sales on a public stock exchangeexchange or (B) transfers to immediate family members by reason of gift or death), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assetsassets (each, a “Change in Ownership Transaction”). No issuing of stock of Tenant in a public offering or sale on a public stock exchange of Tenant’s stock shall be deemed to be a “Transfer” for purposes of this Lease or subject to the terms and conditions of this Article 17.
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Samples: Lease Agreement (Eventbrite, Inc.)
Compliance Required. Tenant shall nothave no right, directly or indirectly, voluntarily or by operation of law, to sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” and “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” and “subletting,” the assignee or sublessee under an assignment or sublease being referred to as a “transferee”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “Transfers” and any person to whom any Transfer is made or sought to be made is referred to as a “Transferee”). Any Transfer assignment or subletting made without complying with in violation of this Article 17 shall, at Landlord’s option, be nullvoid. As used herein, void and an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) in one or more transactions of no effect(i) a majority of the voting stock of Tenant, if Tenant is a corporation, or (ii) a majority of the beneficial interests in Tenant, if Tenant is any other form of entity. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. For purposes of this LeaseNotwithstanding the foregoing, Tenant may allow any person or company that is providing services to Tenant to occupy the term Transfer shall include: Premises without prior notice to or Landlord’s consent, and without such occupancy being deemed a subletting, provided that Tenant does not construct any demising walls or realize a profit in connection with such occupancy (such occupancy being referred to herein as a “Shared Use” and any such occupants due to a Shared Use being referred to herein as “Temporary Occupants”); provided, however:
(i) if Tenant is a partnership, Such Temporary Occupants shall have no rights under this Lease other than the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or a majority ability to occupy the portion of the partners, Premises for so long as providing services to Tenant as permitted above and Landlord shall have no obligation to such Temporary Occupants under this Lease or a transfer of a majority of partnership interests, for any reason in connection with the use or the dissolution, merger, consolidation or other reorganization occupancy of the partnershipPremises (including no obligation to provide any notices of any kind or to respond to requests for services, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the partnership interests of Tenantit being understood that all requests for services to be provided by Landlord pursuant to this Lease shall be communicated to Landlord by Tenant and not by any Temporary Occupants); and
(ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or Such Temporary Occupants shall be bound by operation of law, of a majority of members, or a transfer of a majority all of the membership interests, terms and conditions of this Lease and shall use the Premises only in conformity with the provisions of this Lease and any breach of this Lease by any Temporary Occupant shall constitute a breach by Tenant. Tenant shall be fully liable for any act or the dissolution, merger, consolidation omission of Temporary Occupants as if it were an act or other reorganization omission of an employee of Tenant and any insurance policies required to be maintained by Tenant hereunder shall insure against any injury or damage caused by any of the limited liability company; and (iii) Temporary Occupants as if Tenant such Temporary Occupant is a corporation, the dissolution, merger, consolidation or other reorganization an employee of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than sales on a public stock exchange), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets.
Appears in 1 contract
Samples: Agreement to Enter Into Lease and Purchase Option (PACIFIC GAS & ELECTRIC Co)
Compliance Required. Tenant shall nothave no right, directly or indirectly, voluntarily or by operation of law, to sell, assign or otherwise transfer this Lease, or any interest herein (collectively, “assign” and “assignment”), or sublet the Premises, or any part thereof, or permit the occupancy of the Premises by any person other than Tenant (collectively, “sublease” and “subletting,” the assignee or sublessee under an assignment or sublease being referred to as a “transferee”) without the Landlord’s prior written consent of Landlordconsent, which consent shall not be unreasonably withheld withheld, conditioned, or delayed: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “Transfers” and any person to whom any Transfer is made or sought to be made is referred to as a “Transferee”). Any Transfer assignment or subletting made without complying with in violation of this Article 17 shall, at Landlord’s option, be nullvoid. As used herein, void and an “assignment” includes any sale or other transfer (such as by consolidation, merger or reorganization) in one or more transactions of no effect(i) a majority of the voting stock of Tenant, if Tenant is a corporation, or (ii) a majority of the beneficial interests in Tenant, if Tenant is any other form of entity. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. For purposes Notwithstanding the foregoing, Tenant may allow any person or company that is providing services to Tenant to occupy the Premises without prior notice to or Landlord’s consent, and without such occupancy being deemed a subletting, provided that Tenant does not construct any demising walls or realize a profit in connection with such occupancy (such occupancy being referred to herein as a “Shared Use” and any such occupants due to a Shared Use being referred to herein as “Temporary Occupants”); provided, however:
i. Such Temporary Occupants shall have no rights under this Lease other than the ability to occupy the portion of the Premises for so long as providing services to Tenant as permitted above and Landlord shall have no obligation to such Temporary Occupants under this Lease or for any reason in connection with the use or occupancy of the Premises (including no obligation to provide any notices of any kind or to respond to requests for services, it being understood that all requests for services to be provided by Landlord pursuant to this Lease shall be communicated to Landlord by Xxxxxx and not by any Temporary Occupants); and
ii. Such Temporary Occupants shall be bound by all of the terms and conditions of this Lease, Lease and shall use the term Transfer Premises only in conformity with the provisions of this Lease and any breach of this Lease by any Temporary Occupant shall include: (i) constitute a breach by Xxxxxx. Tenant shall be fully liable for any act or omission of Temporary Occupants as if it were an act or omission of an employee of Tenant is a partnership, the withdrawal and any insurance policies required to be maintained by Tenant hereunder shall insure against any injury or change, voluntary, involuntary or damage caused by operation of law, of a general partner or a majority any of the partners, or a transfer of a majority of partnership interests, or the dissolution, merger, consolidation or other reorganization of the partnership, or the sale or other transfer of more than Temporary Occupants as if such Temporary Occupant is an aggregate of fifty percent (50%) of the partnership interests employee of Tenant; (ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a majority of members, or a transfer of a majority of the membership interests, or the dissolution, merger, consolidation or other reorganization of the limited liability company; and (iii) if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than sales on a public stock exchange), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets.
Appears in 1 contract
Compliance Required. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayedwithheld: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties its employees (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “"Transfers” " and any person to whom any Transfer is made or sought to be made is referred to as a “"Transferee”"). Any Transfer made without complying with this Article 17 shall, at Landlord’s 's option, be null, void and of no effect. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq., and are fully enforceable by Landlord against Tenant. For purposes of this Lease, the term Transfer shall include: (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or a majority of the partners, or a transfer of a majority of partnership interests, or the dissolution, merger, consolidation or other reorganization dissolution of the partnership, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the partnership interests of Tenant; (ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a majority of members, or a transfer of a majority of the membership interests, or the dissolution, merger, consolidation or other reorganization dissolution of the limited liability company; and (iii) if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than (A) sales on a public stock exchangeexchange or (B) transfers to immediate family members by reason of gift or death), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s 's net assets. No issuing of stock of Tenant in a public offering or sale on a public stock exchange of Tenant's stock shall be deemed to be a Transfer for purposes of this Lease or subject to the terms and conditions of this Article 17.
Appears in 1 contract
Compliance Required. Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed: (a) assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, by operation of law or otherwise; (b) sublet the Premises or any part thereof; or (c) permit the use of the Premises by any persons other than Tenant and Tenant Parties (each of the foregoing is referred to herein as a Transfer and are collectively referred to as “Transfers” and any person to whom any Transfer is made or sought to be made is referred to as a “Transferee”). Any Transfer made without complying with this Article 17 shall, at Landlord’s 's option, be null, void and of no effect. Tenant acknowledges that the limitations on assignment and subletting contained in this Article 17 are expressly authorized by California Civil Code Section 1995.010 et seq1995.010, etseq., and are fully enforceable by Landlord against Tenant. For purposes of this Lease, the term Transfer shall include: (i) if Tenant is a partnership, partnership the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or a majority of the partners, or a transfer of a majority of partnership interests, or the dissolution, merger, consolidation or other reorganization of the partnership, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the partnership interests of Tenant; (ii) if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of a majority of members, or a transfer of a majority of the membership interests, or the dissolution, merger, consolidation or other reorganization of the limited liability company; and (iii) if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than sales on a public stock exchange), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets.
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