Common use of Corporate or Partnership Transactions Clause in Contracts

Corporate or Partnership Transactions. If any Lessee, any Guarantor, any Facility manager which is an Affiliate of Lessee or any Guarantor or any member of any Lessee is a corporation or limited liability company, then, except as otherwise provided in this Section 22.3, the merger, consolidation or reorganization of such corporation or limited liability company and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock or other equity interests, by Lessee, any Guarantor or any manager which is an Affiliate of Lessee or any Guarantor or the members or stockholders of record of any of them as of the date of this Master Lease, which results in a change in the voting control of such entity, shall constitute a Transfer, provided, however, that Lessor’s consent shall not be required with respect to Lessee’s transfer of all or substantially all of its assets and liabilities to, or its merger or consolidation with, its parent corporation or a subsidiary, direct or indirect, of its parent corporation, but (i) the obligations of any Guarantor shall remain in full force and effect notwithstanding such transfer, merger or consolidation, and (ii) no such transfer, merger or consolidation shall diminish or in any way adversely affect any of Lessor’s cross-default and cross-collateralization rights with respect to any other lease and this Master Lease. If Lessee, any Guarantor of this Master Lease, or any manager which is an Affiliate of Lessee or any Guarantor is a joint venture, partnership or other association, then the sale, issuance or transfer, cumulatively or in one transaction, within any five (5) year period of either voting control or of a twenty percent (20%) or greater interest in, or the termination of, such joint venture, partnership or other association, shall constitute a Transfer. A Change in Control as defined in Sun’s Credit Agreement shall also constitute a Transfer. Pursuant to a Consent to Separation dated as of the Amended Lease Release Date from Lessor and Omega, Lessor and Omega have consented to the Separation. Pursuant to a Consent to Conversion dated as of the date of this Lease from Lessor and Omega, Lessor and Omega have consented to the Conversion.

Corporate or Partnership Transactions. If any Lessee, any Guarantor, any Facility manager which is an Affiliate of Lessee or any Guarantor or any member of any Lessee is a corporation or limited liability company, then, except as otherwise provided in this Section 22.322.2, the merger, consolidation or reorganization of such corporation or limited liability company and/or the sale, issuance, or transfer, cumulatively or in one transaction, of any voting stock or other equity interests, by Lessee, any Guarantor or any manager which is an Affiliate of Lessee or any Guarantor or the members or stockholders of record of any of them as of the date of this Master Lease, which results in a change in the voting control of such entity, shall constitute a Transfer, provided, however, that Lessor’s consent shall not be required with respect to Lessee’s transfer of all or substantially all of its assets and liabilities to, or its merger or consolidation with, its parent corporation or a subsidiary, direct or indirect, of its parent corporation, but (i) the obligations of any Guarantor shall remain in full force and effect notwithstanding such transfer, merger or consolidation, and (ii) no such transfer, merger or consolidation shall diminish or in any way adversely affect any of Lessor’s cross-default and cross-collateralization rights with respect to any other lease and this Master Lease. If Lessee, any Guarantor of this Master Lease, or any manager which is an Affiliate of Lessee or any Guarantor is a joint venture, partnership or other association, then the sale, issuance or transfer, cumulatively or in one transaction, within any five (5) year period of either voting control or of a twenty percent (20%) or greater interest in, or the termination of, such joint venture, partnership or other association, shall constitute a Transfer. A Change in Control The provisions of this Section 22.2 shall not apply to transaction involving the securities of any Guarantor so long as defined in Sun’s Credit Agreement shall also constitute such Guarantor is a Transfer. Pursuant to a Consent to Separation dated as reporting company under Section 12(g) of the Amended Lease Release Date from Lessor and OmegaSecurities Act of 1934, Lessor and Omega have consented as amended or its stock is traded on the New York Stock Exchange or other national securities market, nor to any transaction involving the Separation. Pursuant securities of Lessee if, after giving effect to a Consent to Conversion dated as of the date of this Lease from Lessor and Omegasuch transaction, Lessor and Omega have consented to the Conversionsuch Guarantor retains voting control over Lessee.

Corporate or Partnership Transactions. If any LesseeTenant, any Guarantor, any Facility manager which is an Affiliate of Lessee or any Guarantor or any member of any Lessee the Manager is a corporation or limited liability companycorporation, then, except as otherwise provided in this Section 22.3, then the merger, consolidation or reorganization of such corporation or limited liability company and/or the sale, issuance, issuance or transfer, cumulatively or in one transaction, of any voting stock or other equity interestsby Tenant, by Lessee, any Guarantor or any manager which is an Affiliate of Lessee or any Guarantor or the members Manager or the stockholders of record of any of them as of the date of this Master Lease, Lease which results in a change in the voting control of such entityTenant, Guarantor or the Manager or the stockholders of record of any of them shall constitute a Transfer, provided, however, that Lessor’s consent shall not be required with respect to Lessee’s transfer of all or substantially all of its assets and liabilities to, or its merger or consolidation with, its parent corporation or a subsidiary, direct or indirect, of its parent corporation, but (i) the obligations of any Guarantor shall remain in full force and effect notwithstanding such transfer, merger or consolidation, and (ii) no such transfer, merger or consolidation shall diminish or in any way adversely affect any of Lessor’s cross-default and cross-collateralization rights with respect to any other lease and this Master Lease. If LesseeTenant, any Guarantor of this Master Lease, or any manager which is an Affiliate of Lessee or any Guarantor the Manager is a joint venture, partnership or other association, then the sale, issuance transfer of or transferchange in, cumulatively or in one transaction, within any five (5) year period of either voting control of or of a twenty percent (20%) or greater interest inin such Tenant, Guarantor or Manager within any five-year period, or the termination of, of such joint venture, partnership or other association, shall constitute a Transfer. A Change in Control as defined in Sun’s Credit Agreement Notwithstanding the foregoing, if there occurs a "change of control" with respect to Monarch, then the provisions of this Section shall also constitute only apply to matters involving Tenant and not Guarantor or the Manager. For purposes of this Section, a Transfer. Pursuant to "change of control" shall mean a Consent to Separation dated as transaction or series of transactions whereby any Person or group within the meaning of Section 13(d)(3) of the Amended Lease Release Date from Lessor Securities Exchange Act of 1934 and Omegathe rules and regulations promulgated thereunder acquires beneficial ownership, Lessor and Omega have consented to the Separation. Pursuant to a Consent to Conversion dated as directly or indirectly, of membership interests of Monarch (or other interests convertible into such membership interests) representing over fifty percent (50%) of the date combined voting power of this Lease from Lessor all membership interests of Monarch entitled to vote in the election of members of the Management Committee; provided, however, a "change of control" with respect to Monarch shall not include an initial public offering and Omegasale of interests in Monarch pursuant to an effective registration statement under the Securities Act of 1933, Lessor and Omega have consented to as amended, if Xxxxxx X. Xxxxxx continues thereafter as the ConversionChairman of the Management Committee of Monarch or Chairman of the Board of Directors or Chairman of the Management Committee of any successor in interest of Monarch.