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. 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. 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. 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 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” and the entity 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 or reorganization, the continuing or surviving corporation shall own all or substantially all of the assets of Tenant; (iii) in the event of an assignment, 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) in the event of an assignment, such proposed transferee assumes all of the obligations of Tenant hereunder. Tenant shall endeavor to 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, any assignment or subletting under this Section 9 (i), (x) shall (i) be on a commercially reasonable form 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 fee shall not exceed $2,500.00 on any one occasion.
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.
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. 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 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. If Tenant is a corporation, the stock of which is not publicly traded, any transfer of Tenant’s issued and outstanding capital stock or any issuance of additional capital stock, as a result of which the majority of the issued and outstanding capital stock of Tenant is held by a corporation, firm or person or persons who do not hold a majority of the outstanding capital stock as of the date hereof, shall be deemed a prohibited Transfer under this Section. Notwithstanding anything to the contrary contained in this Section 13, Tenant may assign, sublet or transfer any of Tenant’s interest in this Lease, at any time during the Term to any parent, subsidiary or affiliate entity or corporation of Tenant, upon prior written notice to Landlord but without Landlord’s prior written consent, provided, (i) such transferee 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; (ii) such transferee shall assume in writing in a form reasonably satisfactory to Landlord all of Tenant’s obligations hereunder; (iii) Landlord shall be furnished with a copy of such assignment or other transfer instrument within fifteen (15) days prior to the effective date of the proposed assignment or other transfer thereof; and (iv) Tenant to which the Premises were initially leased shall remain fully liable as principal and not as guarantor or surety for the Rent and all conditions and covenants of this Lease to be performed by Tenant for the full Lease Term, even if Landlord accepts Rent from the assignee or in any other manner deals with them.
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 Tenant (hereinafter collectively referred to as “Corporate Transfer”) without the consent of Landlord, provided (i) Tenant is not in default under this Lease; and (ii) such proposed transferee assumes all 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.
