Corporate Transfer. Notwithstanding anything to the contrary contained herein, Tenant may assign its entire interest under this Lease to a wholly owned corporation or entity or controlled subsidiary or parent of the Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter collectively referred to as “Corporate Transfer”) without the consent of Landlord, provided (i) Tenant is not in default under this Lease; (ii) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (iii) such proposed transferee shall have a net worth which is equal to or greater than Tenant’s net worth at the date of this Lease; and (iv) such proposed transferee assumes all of the obligations of Tenant hereunder. Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of such Corporate Transfer. As used herein, the term “controlled subsidiary” shall mean a corporate entity wholly owned by Tenant or at least fifty-one percent (51%) of whose voting stock is owned by Tenant. Notwithstanding anything in this Lease to the contrary, (x) any assignment or subletting shall (i) be on a form reasonably acceptable to Landlord and (ii) shall be subject to the terms of this Lease, and (y) Tenant shall pay to Landlord a reasonable fee for processing any sublease or assignment (which shall not exceed the sum of $3,500.00 on any one occasion).
Corporate Transfer. Any transfer of this Lease by Tenant through merger, consolidation or liquidation, or any change in the ownership of or power to vote the majority of its outstanding voting stock, shall constitute an assignment and is subject to the provisions contained herein relative to assignment. Unless Tenant's stock is listed on a recognized security exchange or if less than eighty percent (80%) of its stock is owned by a corporation whose stock is listed on a recognized security exchange, an assignment forbidden under this Lease shall include one or more sales or transfers, by operation of law or otherwise, or creation of new stock, by which an aggregate of more than fifty percent (50%) of Tenant's stock shall be vested in a party or parties who are non-stockholders as of the Commencement Date of this Lease. EXHIBIT 10.5 - continued
Corporate Transfer. Furthermore, notwithstanding anything to the contrary contained in Section 8.1 or Section 8.2.1 hereof, Lender’s consent shall not be required in connection with a Transfer of not more than fifty percent (50%) in the aggregate of the direct or indirect ownership interests in a Restricted Party to an entity (the “New Entity”), provided all of the following conditions have been satisfied as of the date of consummation of such Transfer: (a) after giving effect to such Transfer, no Default or Event of Default shall have occurred and remain outstanding or shall occur solely as a result of such Transfer; (b) after giving effect to such Transfer, Ionis will own, directly or indirectly, at least fifty percent (50%) of the direct ownership interests in such New Entity; (c) to the extent any transferee owns twenty percent (20%) or more of the direct or indirect interests in any Restricted Party immediately following such Transfer (provided that such transferee did not own 20% or more of the direct or indirect ownership interests in such Restricted Party as of the Closing Date), Borrower shall deliver, at Borrower’s sole cost and expense, customary searches (credit, judgment, lien, bankruptcy, etc.) reasonably acceptable to Lender with respect to such transferee and its Affiliates as Lender may reasonably require; (d) [reserved]; (e) the Property shall continue to be self-managed by Borrower in accordance with the terms of this Agreement or managed by a Qualified Manager; (f) Borrower shall give Lender notice of such Transfer, together with copies of all instruments effecting such Transfer and copies of any Organizational Documents that Lender shall require, not less than fifteen (15) days prior to the proposed effective date of such Transfer; (g) after giving effect to such Transfer, Borrower shall continue to comply with the representations, warranties and covenants contained in Sections 3.1.41, 4.1.25, 4.2.10 and 4.2.14 hereof (and upon request of Lender, deliver to Lender a statement signed by an authorized officer of Borrower which certifies to such compliance); (h) after giving effect to such Transfer, the legal and financial structure of Borrower and the single purpose nature and bankruptcy remoteness of Borrower shall satisfy Lender’s the then current applicable underwriting criteria and requirements; (i) the New Entity (after giving effect to such Transfer) has a credit rating of Investment Grade or better; (j) the New Entity is a reputable pharmaceutical co...
Corporate Transfer. Any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of or power to vote the majority of Tenant's outstanding voting stock, shall constitute an assignment within the meaning of Section 5.1 hereof and require Landlord's prior written consent in accordance with Section 5.1.
Corporate Transfer. A change in ownership of Tenant as a result of a merger, consolidation, reorganization, joint venture, the exchange of stock between Tenant’s parent company or a subsidiary or the sale of all or substantially all of Tenant’s stock or the sale of all or substantially all of Tenant’s assets, or the sale of Tenant’s assets as a going concern only as it relates to the business conducted on the Premises (a “Corporate Sale”), or a transfer to any corporation, partnership or other entity that controls, is controlled by, or is under common control with Tenant, or to any entity resulting from the merger or consolidation with Tenant, or to any entity that is otherwise affiliated with Tenant shall not be considered a Transfer under this Section 19. Tenant shall not be required to obtain Landlord’s consent and Landlord shall have no right to delay, alter or impede any of the foregoing transactions or combinations thereof.
Corporate Transfer. Section 8.2 of the Lease is deleted in its entirety and the following provision is substituted: Tenant may assign this Lease, at any time during the Term of this Lease, to any parent, subsidiary or affiliate corporation of Tenant or to the surviving corporation in connection with a merger, consolidation or acquisition between Tenant and any of its subsidiaries or any other corporation, or in connection with the sale of all or substantially all of the property and assets of the Tenant, upon prior notice to Landlord but without Landlord's prior written consent, provided, in the case of any assignment, (i) the net worth of the assignee corporation shall be reasonably satisfactory to Landlord; (ii) such assignee continues to operate the business conducted in the Premises for the Permitted Use and in the same manner as Tenant and pursuant to all of the provisions of this Lease; (iii) such assignee corporation shall assume in writing in a form reasonably satisfactory to Landlord all of Tenant's obligations hereunder; (iv) Landlord shall be furnished with a copy of such assignment within ten (10) days prior to the effective date of the proposed assignment or other transfer thereof; and (v) Tenant to which the Premises were initially leased shall continue to remain liable on this Lease for the performance of all terms including, but not limited to, payment of all rentals and other sums due under this Lease (unless the Tenant to which the Premises were initially leased does not survive such merger, consolidation or acquisition).
Corporate Transfer. Any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of or power to vote the majority of its outstanding voting stock, shall constitute an assignment. Unless Tenant’s stock is listed on a recognized security exchange or if less then eighty percent (80%) of its stock is owned by a corporation whose stock is listed on a recognized security exchange, an assignment forbidden under this Lease shall include one or more sales or transfers, by operation of law or otherwise, or creation of new stock, or which an aggregate of more than fifty percent (50%) of Tenant’s stock shall be vested in a party or parties who are non-stockholders as of the commencement date of this Lease.
Corporate Transfer. The last sentence of Section 7.2 is hereby deleted in its entirety. In addition, Section 7.3 is hereby amended by adding the words “but without the consent of Landlord” after the word “Landlord” where it appears in the second line thereof.
Corporate Transfer. Notwithstanding anything to the contrary contained herein, Tenant may assign its entire interest under this Lease or sublet all or any portion of the Demised Premises to a wholly owned corporation or entity or Affiliate (as defined below) of the Tenant or to any successor to Tenant by purchase, merger, consolidation, reorganization or change of control through one or more transactions (hereinafter collectively referred to as “Corporate Transfer” and the transferee of a Corporate Transfer is a “Corporate Transferee”) without the consent of Landlord, provided (i) Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period; (ii) if such proposed transferee is a successor to Tenant by purchase, said proposed transferee shall acquire all or substantially all of the stock or assets of Tenant’s business or, if such proposed transferee is a successor to Tenant by merger, consolidation, reorganization, share exchange, or change of control through one or more transactions, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (iii) such proposed transferee (as to an assignment only) shall have a tangible net worth which is equal to or greater than Tenant’s tangible net worth as of the date of the proposed transfer; and (iv) such proposed transferee assumes all the obligations of Tenant hereunder (or if such transferee is a subtenant, agrees to perform all of Tenant’s obligations under the Lease with respect to such subleased premises). Tenant shall give Landlord written notice at least fifteen (15) days prior to the effective date of such Corporate Transfer, or if Tenant may not lawfully provide Landlord with fifteen (15) day notice of such Corporate Transfer, Tenant shall notify Landlord as soon as Tenant is lawfully permitted to do so. As used herein, the term “Affiliate” shall mean a person or entity that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Tenant. “Control” (and its derivatives) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through ownership of voting securities, by contract, or otherwise. Notwithstanding anything in this Lease to the contrary, the provisions of Sections 9(b), (c) and (j) of this Lease shall not be applicable to any transaction that is governed by this Section ...
Corporate Transfer. If Tenant is a corporation, Tenant may, so long as the use of Premises as herein provided is not changed, assign or sublet all or a part of the Premises, to Tenant's parent corporation or a wholly-owned subsidiary of Tenant or tenant's parent without Landlord's prior approval, provided, however, that in such event, Tenant shall promptly notify Landlord in writing of such assignment or subletting. Such notification shall be in a form acceptable to Landlord, executed by Tenant and Tenant's assignee or subtenant and shall provide that Tenant and Tenant's assignee or subtenant are jointly and severally liable under this Lease. Such an assignment or sublet shall not effect or change the rental rate at the time of the action and no processing fee (Paragraph 4.01) shall be charged.
