Deemed Transfers. If Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of twenty-five percent (25%) or more of any stock or interest in such corporation, association, limited liability company or partnership shall be deemed a transfer within the meaning of and subject to the provisions of this Article 19.
Deemed Transfers. Except for a Permitted Transfer, the term “Transfer” shall include any of the following, whether voluntary or involuntary and whether effected by death, operation of law or otherwise:
(1) If Tenant is a partnership, limited liability company or other entity other than a corporation described in Section 14.1E(2) below:
(a) A change in ownership effected voluntarily, involuntarily, or by operation of law of fifty percent (50%) or more of the partners or members or fifty percent (50%) or more in the aggregate of the partnership or membership interests, whether in a single transaction or series of transactions over a period of time; or
(b) The sale, mortgage, hypothecation, pledge or other encumbrance at any time of more than an aggregate of fifty percent (50%) in the aggregate of the value of Tenant’s assets; or
(c) The dissolution of the partnership, limited liability company or other entity without its immediate reconstitution.
(2) If Tenant is a closely held corporation (i.e., one whose stock is not publicly held and not traded through an exchange or over the counter):
(a) The sale or other transfer of more than an aggregate of twenty-five percent (25%) of the voting shares of Tenant or more in the aggregate, whether in a single transaction or series of transactions over a period of time;
(b) The sale, mortgage, hypothecation, pledge or other encumbrance at any time of more than an aggregate of twenty-five percent (25%) in the aggregate of the value of Tenant’s assets; or
(c) The dissolution, merger, consolidation, or other reorganization of Tenant.
Deemed Transfers. If Tenant is a privately held corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate from the Lease Date in excess of fifty percent (50%) shall be deemed an assignment or transfer within the meaning of this section. However, nothing in this section shall prohibit Tenant from assigning this Lease or subletting the Premises or any part thereof to any corporation which controls Tenant. is controlled by Tenant, or is under common control with Tenant, provided Tenant gives Landlord at least thirty (30) days prior written notice of such subletting or assignment; and such subletting or assignment shall not release or discharge Tenant from any liability under this Lease.
Deemed Transfers. If Lessee (including any entity later becoming Lessee) is a corporation (excepting a corporation whose stock is publicly traded on a nationally recognized stock exchange or is traded Over the Counter on the Nasdaq or NMS systems), limited liability company, partnership or association, the transfer, assignment or hypothecation of more than forty-nine percent (49%) of any stock or other interest in such corporation, limited liability company, partnership or association shall be deemed an assignment or transfer within the meaning of and subject to this Paragraph 21. Notwithstanding the foregoing, Lessor hereby acknowledges and consents to Lessee’s right, without further approval from Lessor but with written notice to Lessor before or as soon thereafter as is practicable, to sublease the Premises or assign its interest in this Lease (i) to a corporation that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Lessee; (ii) in the event of the merger or consolidation of Lessee with another corporation; or (iii) in the event of a sale or transfer of all or substantially all of the stock of Lessee or all or substantially all of Lessee’s assets (collectively, the “Permitted Transfers”). No Permitted Transfer shall relieve Lessee of its liability under this Lease and Lessee shall remain liable to Lessor for the payment of all Base Rent and additional rent and the performance of all covenants and conditions of this Lease applicable to Lessee.
Deemed Transfers. Except for a Permitted Transfer, for purposes of this lease, the term “Transfer” shall also include the following transactions, which shall be subject to all of the provisions of this Section 11: (a) if the Tenant is a non-publicly traded corporation, (i) the dissolution, merger, consolidation or other reorganization of Tenant, the sale or transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members by reason of gift or death) within a twelve (12) month period, or (ii) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period; or (b) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or a transfer of fifty percent (50%) or more of the partnership interests, within a twelve (12) month period, or the dissolution of the partnership without immediate reconstitution thereof.
Deemed Transfers. If Tenant is a corporation, the following shall be deemed a voluntary assignment of Tenant’s interest in this Lease: (i) any dissolution, merger, consolidation, or other reorganization of or affecting Tenant, whether or not Tenant is the surviving corporation; and (ii) if the capital stock of Tenant is not publicly traded, the sale or transfer to one person or entity (or to any group of related persons or entities) stock possessing more than 50% of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership, limited liability company or other entity any withdrawal or substitution (whether voluntary, involuntary or by operation of law, and whether occurring at one time or over a period of time) of any partner, member or other party owning 50% or more (cumulatively) of any interest in the capital or profits of the partnership, limited liability company or other entity or the dissolution of the partnership, limited liability company or other entity, shall be deemed a voluntary assignment of Tenant’s interest in this Lease.
Deemed Transfers. The transfer of all or a majority of the voting or controlling equity in Tenant (other than shares of capital stock of a corporate Tenant whose stock is publicly traded), or the merger, consolidation, reorganization, or liquidation of Tenant, or the sale of all or substantially all of the assets of Tenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, will be deemed an assignment of this Lease or of such sublease requiring Landlord’s consent in each instance.
Deemed Transfers. For the purposes of this Article 19, an assignment shall be deemed to include the following: (a) if Tenant is a partnership, a withdrawal or change (voluntary, involuntary, by operation of law or otherwise) of any of the partners thereof, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) by any partner thereof of such partner's interest in Tenant, or the dissolution of the partnership; (b) if Tenant consists of more than one person, a purported assignment, transfer, mortgage or encumbrance (voluntary, involuntary, by operation of law or otherwise) from one person unto the other or others; (c) if Tenant (or a constituent partner of Tenant) is a corporation, any dissolution, merger, consolidation or reorganization of Tenant (or such constituent partner), or any change in the ownership (voluntary, involuntary, by operation of law, creation of new stock or otherwise) of twenty percent (20%) or
Deemed Transfers. The occurrence of any of the following shall be deemed a Transfer under this Lease, and shall, at the election of Landlord, constitute a material default under this Lease:
(a) If Tenant is a corporation, a transfer, on a cumulative basis, of twenty-five percent (25%) of the voting control of Tenant (unless Tenant is a corporation which is an issuer of security registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934);
(b) If Tenant is a partnership or a limited liability company, a transfer, on a cumulative basis, of twenty-five percent (25%) or more of the interests in the profits and losses of Tenant, or the withdrawal, voluntary or involuntary or by operation of law as applicable, of any general partner or member, or the dissolution of the partnership or limited liability company;
(c) If Tenant is a corporation, partnership or limited liability company, a sale, encumbrance or other transfer of fifty percent (50%) or more of its assets in the aggregate, in one or more transactions, shall also be a Transfer under this Lease and in addition shall be void as to Landlord without Landlord’s prior written consent;
(d) If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a Transfer; or
(e) Any of the following acts (each, an “Act of Insolvency”): (i) if Tenant becomes a bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes proceeds under the Bankruptcy Act in which Tenant is a bankrupt; or, if Tenant is a partnership, or limited liability company or consists of more than one person or entity, if any partner of the partnership, member of the limited liability company or such other person or entity becomes a bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (ii) if a writ of attachment or execution is levied on this Lease; or (iii) if in any proceeding to which Tenant is party, a receiver is appointed with the authority to take possession of the Premises. The occurrence of any of the transactions or events in subparagraphs (a) through (e), above, or the violation by Tenant of Sections 18.1 and/or 18.2, above, shall give Landlord the right (but not the obligation) to require that the Security Deposit be increased to an amount equal to six (6) times the then Base Monthly Rent.
Deemed Transfers. If the Tenant is a nonpublicly traded corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation, whether effected voluntarily, of by operation of law, of any stock or interest in such corporation, association or partnership in the aggregate in excess of fifty percent (50%) shall be deemed to be a transfer of this Lease and shall be subject to the provisions of this paragraph 12.
