Corporate and Partnership Transactions. If Tenant is a corporation -------------------------------------- which is not publicly held, a dissolution of the corporation or a transfer of a majority of the voting stock of Tenant shall be deemed to be an assignment of this Lease subject to the provisions of this section. However, these provisions shall not apply to transactions with a corporation into or with which Tenant is merged, reorganized or consolidated or to which substantially all of Tenant's assets are transferred or which controls, is controlled by, or is under common control with, Tenant, if the principal purpose of the merger or transfer is not the assignment of this Lease and Tenant's successor assumes all the obligations of Tenant under this Lease. If Tenant is a partnership which is not publicly held, a dissolution of the partnership (including a "technical" dissolution) or the withdrawal or change, voluntarily, involuntarily or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of the partnership interests within a twelve (12) month period shall be deemed an assignment of this Lease subject to the provisions of this Article 15, ---------- regardless of whether the transfer is made by one or more transactions, or whether one or more persons hold the controlling interest prior to or after the transfer. Notwithstanding any provision of this Lease to the contrary, a fifty percent (50%) (or any) transfer of shares or interests in either DMJM or AeCom shall not be deemed a Transfer hereunder provided such transfer is not a subterfuge to avoid the terms of this Article 15. ----------
Corporate and Partnership Transactions. A dissolution of the Tenant's corporation shall be deemed to be an assignment of this Lease subject to the provisions of this Article. However, these provisions shall not apply to transactions with a corporation or other entity into or with which Tenant is merged or consolidated or whereby a controlling equity interest in Tenant is transferred or to which substantially all of Tenant's assets are transferred or which controls, is controlled by, or is under common control with, Tenant, if a principal purpose of the merger or transfer is not the assignment of this Lease and Tenant's successor (if any) has a net worth not less than the then net worth of Tenant. Tenant shall cause reasonably satisfactory proof of such net worth to be delivered at least thirty (30) days prior to the effective date of the transaction. Notwithstanding the preceding sentence to the contrary, so long as the Tenant is a publicly traded company, a change of control due to a purchase of stock on the public markets shall not be deemed an assignment of this Lease that is subject to the Landlord's consent.
Corporate and Partnership Transactions. If Tenant is a corporation, a dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Tenant by one or more Persons deemed insiders within the meaning of the Securities Exchange Act of 1934, as amended (other than any institutional investor holding less than 15% of the voting stock of Tenant that exercises no control over the operations or management of Tenant), shall be deemed an assignment of this Lease subject to this Article XIV, except that notwithstanding the foregoing, the merger or consolidation of Tenant with or into another corporation, shall not be deemed an assignment of this Lease provided that a principal purpose of such transaction is not the assignment of this Lease and the successor has a net worth (computed in accordance with GAAP) at least equal to the greater of (a) net worth of Tenant immediately prior to such transaction, or (b) the net worth of Tenant as of the date hereof. Whether or not the consent of Landlord shall be required hereunder, Tenant shall deliver notice of any of the transactions described above together with proof reasonably satisfactory to Landlord that the foregoing net worth test has been met at least thirty (30) days prior to the effective date of any such transaction. If Tenant is a partnership, a dissolution of the partnership or a transfer of the controlling interest in Tenant (including the admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article XIV, regardless of whether the transfer is made by one or more transactions, or whether one or more Persons hold the controlling interest prior to the transfer or afterwards.
Corporate and Partnership Transactions. If Tenant is a corporation, a dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Tenant shall be deemed an assignment of a majority of the voting stock of Tenant shall be deemed an assignment of this Lease subject to the provisions of this Article; but those provisions shall not apply to transactions with a corporation with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or which controls or is controlled by Tenant or is under common control with Tenant, provided that the assignment of this Lease is not a principal purpose of such merger or transfer and that in any event Txxxxx's successor has a net worth computed in accordance with generally accepted accounting principles at least equal to the grater of (a) the new worth of Tenant immediately prior to such merger, consolidation or transfer, or (b) the net worth on the date of this Lease of the original named Tenant. Proof satisfactory to Landlord of such net worth shall be delivered to Landlord at least thirty days prior to the effective date of any such transaction. If Tenant is a partnership, a dissolution of the partnership or a transfer of the controlling interest in Tenant by one or more transactions (including the admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article.
Corporate and Partnership Transactions. If Subtenant is a corporation or limited liability company, a dissolution of the corporation or company, or a transfer of a majority of Subtenant's voting stock or membership interests (by one or more transactions, other than the sale of publicly traded stock) shall be deemed an assignment of this Sublease subject to the provisions of this Article; but such provisions (with the exception of Section 19.7 and 19.8) shall not apply to an assignment of this Sublease on account of the transfer to, or a merger transaction with, a corporation into or with which Subtenant is merged or consolidated or to which substantially all of Subtenant's assets are transferred, provided that (i) a principal purpose of such merger or transfer is not the assignment of this Sublease and (ii) in any of such events proof reasonably satisfactory to Sublandlord of the net worth of Subtenant immediately prior to such transaction and the prospective net worth of Subtenant's successor immediately following such transaction is delivered to Sublandlord at least fifteen (15) days before the effective date of such transaction, and Subtenant's successor shall have a net worth following consummation of such transaction, as reasonably determined by Sublandlord in accordance with generally accepted accounting principles, that is at least equal to the greater of (X) the net worth of Subtenant immediately prior to such transaction, and (Y) the net worth, on the date of the Sublease, of the original named Subtenant, and (iii) duplicate original instrument of assignment and assumption (in which the transferee assumes all obligations of Subtenant under this Sublease) shall have been delivered to Sublandlord on or prior to the effective date of such transaction. If Subtenant is a partnership, dissolution of the partnership or transfer of the controlling interest in Subtenant (including by admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Sublease subject to the provisions of this Article, regardless of whether the transfer is made by one or more transactions, or whether the controlling interest before the transfer or afterwards is held by more than one person.
Corporate and Partnership Transactions. If Tenant is a corporation, a dissolution of Tenant or Tenant's merger or consolidation with or into another Person shall be deemed an assignment of this Lease subject to this Article XIV, unless the successor has a Net Worth in an amount no less than the Minimum Net Worth or Tenant provides a letter of credit as contemplated in Article XXIV immediately prior to and after such merger or consolidation; provided, however, that a principle purpose of such merger or consolidation is not the assignment of this Lease in contravention of this Article XIV. Proof satisfactory to Landlord of such net worth shall be delivered to Landlord at least 30 days prior to the effective date of any such transaction. If Tenant is a partnership, a dissolution of the partnership or a transfer of the controlling interest in Tenant (including the admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article XIV, regardless of whether the transfer is made by one or more transactions, or whether one or more Persons hold the controlling interest prior to the transfer or afterwards. Landlord expressly agrees that, if Tenant is a corporation, a transfer of the voting stock of Tenant or the parent corporation of Tenant by one or more Persons (whether in a single transaction or in a series of related or unrelated transactions) shall not be deemed an assignment of this Lease subject to this Article XIV.
Corporate and Partnership Transactions. If Tenant is a -------------------------------------- corporation, a dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Tenant shall be deemed an assignment of this Lease subject to the provisions of Section 17.6 and this Article XIX; but the provisions of this Article XIX shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or which controls or is controlled by Tenant or is under common control with Tenant, provided that a principal purpose of such merger or transfer is not the assignment of this Lease and that in any of such events the successor to Tenant has a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such merger, consolidation or transfer. Proof satisfactory to Landlord of such net worth shall be delivered to Landlord at least thirty (30) days prior to the effective date of any such transaction. If Tenant is a partnership, a dissolution of the partnership or a transfer of the controlling interest in Tenant (including the admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of Section 17.6 and this Article XIX, regardless of whether the transfer is made by one or more transactions, or whether one or more Persons hold the controlling interest prior to the transfer or afterwards.
Corporate and Partnership Transactions. If Tenant is a corporation, a dissolution of the corporation or a transfer (by one or more transactions, except for transactions on the New York Stock Exchange or another recognized stock exchange) of a majority of the voting stock of Tenant shall be deemed an assignment of this Lease subject to this Article 19, except for (a) a transaction with a corporation into or with which Tenant is merged or consolidated, (b) a purchase of all or substantially all of the assets of Tenant (provided that the purchaser assumes Tenant's obligations under this Lease) or (c) a purchase of all or a majority of the stock of all classes of Tenant, where a principal purpose of such transaction is not the assignment of this Lease and the successor to Tenant or purchaser has a net worth (computed in accordance with generally accepted accounting principles consistently applied) which is at least equal to Twenty Million Dollars ($20,000,000.00). Proof reasonably satisfactory to Landlord of such net worth shall be delivered to Landlord at least ten (10) days prior to the effective date of any such transaction. If Tenant is a partnership, a dissolution of the partnership or a transfer of the controlling interest in Tenant (including the admission of new partners or withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article 19, regardless whether the transfer is made by one or more transactions, or whether one or more persons hold the controlling interest prior to the transfer or afterwards.
Corporate and Partnership Transactions. If Tenant is a ----------------------------------------- corporation, a dissolution of the corporation or a transfer (by one or more transactions) of a majority of the voting stock of Tenant shall be deemed to be an assignment of this Lease subject to the provisions of this Article. However, these provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant's assets are transferred or which controls, is controlled by, or is under common control with, Tenant, if a principal purpose of the merger or transfer is not the assignment of this Lease and Tenant's successors has a net worth not less than the net worth of Tenant on the execution of this Lease. Tenant shall cause reasonable satisfactory proof of such net worth to be delivered at least thirty (30) days prior to the effective date of the transaction. If Tenant is a partnership, a dissolution of the partnership (including a "technical" dissolution) or a transfer of the controlling interest in the Partnership (including the admission of new partners or the withdrawal of existing partners having a controlling interest) shall be deemed an assignment of this Lease subject to the provisions of this Article, regardless of whether the transfer is made by one or more transactions, or whether one or more persons hold the controlling interest prior or after the transfer.
Corporate and Partnership Transactions
