Common use of Merger, Reorganization, or Sale of Assets Clause in Contracts

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (i) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bExcept as provided in subparagraph (b) and 7.9 below: Any , any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Leaselease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating executive officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests, provided, Tenant shall be permitted to provide such information in a manner which Tenant deems reasonably necessary to protect the confidentiality of such information. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). (b) Notwithstanding subparagraph (a) above or anything to the contrary contained herein, (i) neither the issuance of securities or ownership shares as part of a public offering of Tenant or in connection with a private refinancing of Tenant, nor any other issuance of Tenant’s capital stock for bona fide financing purposes shall be deemed to be an assignment, subletting or transfer hereunder, even if such issuance results in a transfer of a controlling percentage of Tenant’s capital stock or ownership shares; and (ii) provided that Tenant has not defaulted beyond any applicable grace or cure period provided for in this Lease, Tenant may, without Landlord’s prior written consent (but with prior written notice to Landlord accompanied by information and documentation in reasonably sufficient detail to permit Landlord to verify compliance with this subparagraph), sublet the Leased Premises or assign this Lease to (A) a parent, subsidiary, or affiliate of Tenant controlling, controlled by, or under common control with, Tenant, (B) a successor entity resulting from a merger or consolidation of or by Tenant, or (C) a purchaser of substantially all of Tenant’s capital stock or assets, provided that the successor entity, assignee, purchaser or subtenant shall have unconditionally assumed in writing or guaranteed for the benefit of Landlord, in a form reasonably acceptable to Landlord, this Lease and all of Tenant’s obligations under this Lease (or the portions thereof applicable in the case of a sublease) (each, a “Permitted Transfer”). If any assignment or subleasing occurs without such an assumption and/or without Landlord’s consent as provided in Paragraph 7.1 above, Tenant shall be deemed for all purposes to be in material default under this Lease and the successor entity, assignee, purchaser or subtenant shall for all purposes be deemed to have unconditionally assumed in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease. In all events, Tenant shall remain fully liable under this Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bparagraph (b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (i) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). (b) Notwithstanding subparagraph (a) above, over-the-counter stock market transactions shall not be deemed to be assignments under this Lease. In addition, provided that the conditions described below in this sentence have been satisfied prior to or upon such assignment or subleasing, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign this Lease to (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation, or nonbankruptcy reorganization by Tenant, or (iii) a purchaser of substantially all of Tenant’s assets, provided in all cases (i), (ii) and (iii) that (A) the successor entity, assignee, purchaser or subtenant has a net worth equal to or greater than those of Tenant prior to the Effective Date of this Lease and a liquid net worth sufficient for Tenant to continually perform its obligations under the Lease, and assumes in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease, and (B) the entity

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in TenantTenant (excluding original issuances of equity interests to venture capitalists and original issuances of equity interests to other financing parties), or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating financial officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). All information received by Landlord pursuant to this Paragraph 7.2 shall be held by Landlord as confidential information and shall not be disclosed by Landlord to any third party without Tenant’s prior written consent; provided, however, that Landlord may disclose such information to its current and prospective lenders, investors, purchasers of its assets, attorneys, and accountants, so long as it informs such persons that the information is not to be further disclosed.

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to timetime (but not more often than once every twelve (12) months), Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating executive officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bparagraph (b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. The phrase “"controlling percentage” " means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s 's capital stock issued, outstanding and entitled to vote for the election of directors, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. Upon Landlord’s 's request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or 's chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s 's shareholders and their ownership interests at the time thereof, provided Tenant’s 's shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s 's principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s 's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s 's consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term one or more related transactions of a controlling percentage majority of the capital stock of or other equity interests beneficial ownership interest in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time Notwithstanding the foregoing, the provisions of this Article 7 shall not apply to time, the transfer of ownership interests in Tenant as part of an initial public offering or if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article the term transfers shall promptly provide Landlord be deemed to include the issuance of new capital stock or other ownership interests in one or more related transactions which results in a majority of the capital stock or other ownership interests in Tenant being held by a person or entity which does not hold a majority of the capital stock or ownership interests in Tenant on the Effective Date of this Lease. The provisions of Article 7 shall not apply to transactions with a statement certified by the Tenant’s chief executive officer business entity into or chief operating officerwith which Tenant is merged, consolidated or converted or to which shall provide the following information: (i) the names of all or substantially all of Tenant’s shareholders and their assets are transferred, to an assignment or sublease to an entity controlling, controlled by or under common control with Tenant or to a deemed assignment due to a transfer or issuance of Tenant’s ownership interests at so long as (i) such transfer was made for a legitimate independent business purpose and not for the time thereofpurpose of transferring this Lease, provided Tenant’s shares are not publicly traded; (ii) the state successor to Tenant has a tangible net worth computed in which Tenant accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is incorporated; (iii) sufficient to meet the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).under

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bparagraph (b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. The phrase “"controlling percentage” " means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s 's capital stock issued, outstanding and entitled to vote for the election of directors, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. Upon Landlord’s 's request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or 's chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s 's shareholders and their ownership interests at the time thereof, provided Tenant’s 's shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s 's principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s 's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s 's consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). (b) Notwithstanding Paragraph 7.1 or subparagraph (a) above, the Tenant may, without Landlord's consent, (i) assign all its rights, title, interest and obligations ("Rights") in and to this Lease to (A) any entity controlled by or under common control with Tenant ("Affiliate") or (B) to any Person providing financing to the Tenant or any Affiliate of the Tenant, in each case as collateral security for such financing provided that no such assignment shall relieve Tenant from any of its obligations hereunder, (ii) assign all such Rights to any Affiliate controlling Tenant provided that no such assignment shall relieve Tenant from any of its obligations hereunder, and (iii) assign all such Rights to any Person who acquires, directly or indirectly, all or any substantial portion of the assets or securities of Tenant or any subsidiaries of Tenant provided that the Person acquiring such Rights directly or indirectly or which owns or controls the merged, reorganized or consolidated entity, agrees in writing to assume Tenant's obligations under this Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject Notwithstanding any of the terms of this Article 7 to Paragraphs 7.2(bthe contrary, Tenant may, upon notice to Landlord but without Landlord’s prior written consent, but in all cases subject to obtaining the consent of Ground Lessor if and to the extent required under the Ground Lease, sublet the Leased Premises or assign this Lease to (i) and 7.9 below: Any dissolutiona subsidiary, affiliate, division, corporation, joint venture or other entity controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation consolidation, or other nonbankruptcy reorganization of by Tenant, or the sale (iii) a purchaser of substantially all of Tenant’s assets or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest voting stock (hereinafter each a “Permitted Transfer” and the transferee, a “Permitted Transferee”); provided that the Permitted Transferee assumes in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s capital stock issued, outstanding and entitled to vote writing for the election benefit of directorsLandlord, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (i) the names of Lease and all of Tenant’s shareholders obligations under this Lease, and their ownership interests at that in the time thereof, provided Tenant’s shares are not publicly traded; case of (ii) the state in which Tenant is incorporated; or (iii) above, either (x) the location Tenant as constituted immediately after the applicable Permitted Transfer has a net worth equal to or greater than that of Tenant’s principal place Tenant as of business; the Effective Date of this Lease, or (ivy) information regarding a material change guarantor of the obligations of such Permitted Transferee which is reasonably acceptable to Landlord, and which has signed a guaranty in favor of Landlord in the corporate structure form of TenantAttachment 7.2 to this Lease, including, without limitation, has a merger net worth equal to or consolidation; and (v) any other information regarding Tenant’s ownership greater than that Landlord reasonably requests. In the event of an acquisition by one entity Tenant as of the controlling percentage Effective Date of the capital stock of this Lease. Tenant where this Lease is not assigned to and assumed in full by such entity, agrees that it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations an Event of Default by Tenant under this Lease if such guarantor shall do any of the things described in any of Paragraphs 12.1(f) through 12.1(i) below. In all events, Tenant shall remain fully liable under this Lease. (and b) Tenant may permit space in the Leased Premises to be occupied by any one or more Strategic Partners (as hereinafter defined) without Landlord’s prior written consent, provided that the aggregate square feet of space occupied by all Strategic Partners at any point in time during the Lease Term is no more than twenty percent (20%) of the Leased Premises (a “Strategic Partner Transaction”). As used herein, a “Strategic Partner” shall mean a client, or individual or other entity which maintains an ongoing business relationship with Tenant or is a company or individual that is occupying such entity shall execute all documents reasonably required to effectuate such assumption)space as “incubator” space for purposes of starting a company.

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In Notwithstanding the event of an acquisition by one entity foregoing, Tenant may, without Landlord’s prior written consent and without being subject to any of the controlling percentage provisions of this Article 7, including without limitation, Landlord’s right to recapture any portion of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entityLeased Premises, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).sublet the

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any Except as provided in this Paragraph 7.2, any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. The phrase “"controlling percentage” " means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s 's capital stock issued, outstanding and entitled to vote for the election of directors, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. Upon Landlord’s 's request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or 's chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s 's shareholders and their ownership interests at the time thereof, provided Tenant’s 's shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s 's principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s 's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s 's consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). Notwithstanding anything to the contrary in this Lease, Tenant may, without Landlord's prior written consent, without any participation by Landlord in Assignment Consideration or Excess Rentals, and without in any way releasing Tenant from any liability under this Lease, sublet the Leased Premises or assign the Lease to (each, a "Permitted Assignee"): (i) a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant; (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of substantially all of Tenant's assets in the Leased Premises, provided any such Permitted Assignee meets the credit standards then customarily applied by commercial landlords for projects of similar size and use as the Property. For the purpose of this Lease, (i) sale of Tenant's capital stock through any public exchange shall not be deemed an assignment, subletting, or any other transfer of the Lease or the Leased Premises and (2) withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner of the Tenant, or the dissolution of a partnership which is the Tenant, shall not be deemed an assignment or subletting.

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating financial officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bparagraph (b) and 7.9 below: Any any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent (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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating financial officer, which shall provide the following information: (i) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. Notwithstanding the foregoing, Tenant may, without Landlord’s prior written consent (but with prior notice to Landlord containing a copy of the proposed documentation supporting compliance with (a), (b) or (c) below) and without constituting an assignment or sublease hereunder, sublet the Leased Premises or assign this Lease to (a) Subject an entity controlling, controlled by or under common control with Tenant, (b) an entity related to Paragraphs 7.2(b) and 7.9 below: Any dissolution, Tenant by merger, consolidation or other reorganization reorganization, or (c) a purchaser of all or substantially all of Tenant, or the sale or other transfer in the aggregate over the Lease Term of ’s assets (a controlling percentage of the capital stock of or other equity interests in Tenant, or the “Permitted Transferee”). A sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent of the total combined voting power of all classes of Tenant’s capital stock issuedshall not be deemed an assignment, outstanding and entitled to vote for subletting or any other transfer of this Lease or the election of directors, or (ii) equity interests possessing the ability to direct the management of TenantLeased Premises. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Lawlaw, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request request, from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: information (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; : (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, limitation a merger or consolidationconsolidated; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event Tenant shall provide Landlord with a copy of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to any assignment or sublease agreement for which Landlord’s consent is not required pursuant to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).Section 7.2

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease, except, and without limiting the provisions of Section 7.9 below, that the foregoing shall not apply to the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of Tenant if that stock is traded on the New York Stock Exchange, the American Stock Exchange, the NASDAQ, any other nationally recognized United States stock exchange. The phrase “"controlling percentage” " means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent (50%) of the total combined voting power of all classes of Tenant’s 's capital stock issued, outstanding and entitled to vote for the election of directors, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. Upon If Tenant is a company whose stock is not traded on the New York Stock Exchange, the American Stock Exchange, the NASDAQ, or any other nationally recognized United States stock exchange, then upon Landlord’s 's request from time to timetime (but not more than once per calendar year unless the request is made in connection with the sale or financing of the Building), Tenant shall promptly provide Landlord with a statement certified by the a senior officer of Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s 's shareholders or other equity owners owning more than fifteen percent (15%) of the outstanding ownership interests and their ownership interests at the time thereof, provided Tenant’s 's shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s 's principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s 's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(bparagraph (b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (i) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption). (b) Notwithstanding subparagraph (a) above, over-the-counter stock market transactions shall not be deemed to be assignments under this Lease. In addition, provided that the conditions described below in this sentence have been satisfied prior to or upon such assignment or subleasing, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign this Lease to (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation, or nonbankruptcy reorganization by Tenant, or (iii) a purchaser of substantially all of Tenant’s assets, provided in all cases (i), (ii) and (iii) that (A) the successor entity, assignee, purchaser or subtenant has a net worth reasonably satisfactory to meet the obligations being assumed, and assumes in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease, and (B) the entity with the greatest net worth involved directly or indirectly in the ownership and/or control of the acquiring, merged, reorganized, or consolidated entity (hereafter, the “Assignee Affiliate”) shall have unconditionally assumed in writing or guaranteed for the benefit of Landlord, in a form acceptable to Landlord, this Lease and all of Tenant’s obligations under this Lease. If any assignment or subleasing occurs without such an assumption and/or without Landlord’s consent as provided in Paragraph 7.1 above, Tenant shall be deemed for all purposes to be in material Default under this Lease and the Assignee Affiliate (and the successor entity, assignee, purchaser or subtenant) shall for all purposes be deemed to have unconditionally assumed in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease. In all events, Tenant shall remain fully liable under this Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term of a controlling percentage of the capital stock of or other equity interests in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or and the right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (ia) the names of all of Tenant’s shareholders and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (iib) the state in which Tenant is incorporated; (iiic) the location of Tenant’s principal place of business; (ivd) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ve) any other information regarding Tenant’s ownership that Landlord reasonably requests. In Notwithstanding the event foregoing, Tenant may, without Landlord’s prior written consent, sublet the Leased Premises or assign this Lease to (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant, (ii) a successor entity resulting from a merger, consolidation, or nonbankruptcy reorganization by Tenant, or (iii) a purchaser of an acquisition by one entity substantially all of Tenant’s assets located in the Leased Premises, provided that the successor entity, assignee or subtenant has a net worth equal to or greater than that of Tenant prior to the date of the controlling percentage of the capital stock of transfer and provided that Tenant where this Lease is not assigned to remains fully and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant primarily liable under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption)Lease.

Merger, Reorganization, or Sale of Assets. Except for a Permitted Transfer (a) Subject to Paragraphs 7.2(b) and 7.9 as defined below: Any ), any dissolution, spin-off or other disposition, merger, consolidation or other reorganization of Tenant, or the sale sale, transfer or other transfer change in the aggregate over the Lease Term of a controlling percentage more than 49% of the capital stock of stock, partnership or membership interests, or other equity interests in interests, of Tenant), or the sale or transfer of all or a substantial material portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease; provided, however, that the foregoing shall not apply so long as Tenant is an entity whose outstanding stock is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. The phrase “controlling percentage” means Notwithstanding anything herein to the direct contrary, Tenant may assign its entire interest under this Lease to a successor to Tenant by purchase, merger, consolidation or indirect ownership reorganization without the consent of or right to vote (i) stock possessing more than fifty percent Landlord, provided that all of the total combined voting power following conditions are satisfied (a "Permitted Transfer"): (1) Tenant is not in default under this Lease; (2) Tenant's successor shall own all or substantially all of all classes the assets of Tenant’s capital stock issued, outstanding and entitled ; (3) Tenant's successor shall have a net worth which is at least equal to vote for the election of directors, or (ii) equity interests possessing the ability to direct the management greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior to the proposed purchase, merger, consolidation or reorganization; and (4) Tenant shall give Landlord written notice at least thirty (30) days prior to the effective date of the proposed purchase, merger, consolidation or reorganization. Tenant's notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement. If Tenant is a partnershippartnership or limited liability company, then in addition to the foregoing, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partnerpartner or managing member or manager, or the dissolution of the partnershippartnership or the limited liability company, shall be deemed a voluntary assignment of Tenant’s 's interest in this Lease. Upon Landlord’s 's reasonable request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or 's chief operating officer, which shall provide the following information: : (ia) the names of all of Tenant’s shareholders 's shareholders, partners or members and their ownership interests at the time thereof, provided Tenant’s shares are not publicly traded; (ii) the state in which Tenant is incorporated; (iii) the location of Tenant’s principal place of business; (iv) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as a primary obligor, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).interests

Merger, Reorganization, or Sale of Assets. (a) Subject to Paragraphs 7.2(b) and 7.9 below: Any dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer in the aggregate over the Lease Term one or more related transactions of a controlling percentage majority of the capital stock of or other equity interests beneficial ownership interest in Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. The phrase “controlling percentage” means the direct or indirect ownership of or right to vote (i) stock possessing more than fifty percent 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, or (ii) equity interests possessing the ability to direct the management of Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of Law, of any general partner, or the dissolution of the partnership, shall be deemed a voluntary assignment of Tenant’s interest in this Lease. Upon Landlord’s request from time Notwithstanding the foregoing, the provisions of this Article 7 shall not apply to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant’s chief executive officer or chief operating officer, which shall provide the following information: (i) PMC-Sierra, Inc. or any Permitted Transferee of PMC-Sierra, Inc., and (ii) the names transfer of ownership interests in Tenant as part of an initial public offering or if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article the term transfers shall be deemed to include the issuance of new capital stock or other ownership interests in one or more related transactions which results in a majority of the capital stock or other ownership interests in Tenant being held by a person or entity which does not hold a majority of the capital stock or ownership interests in Tenant on the Effective Date of this Lease. The provisions of Article 7 shall not apply to transactions with a business entity into or with which Tenant is merged, consolidated or converted or to which all or substantially all of Tenant’s shareholders and their assets are transferred, to an assignment or sublease to an entity controlling, controlled by or under common control with Tenant or to a deemed assignment due to a transfer or issuance of Tenant’s ownership interests at (each a “Permitted Transferee”) so long as (i) such transfer was made for a legitimate independent business purpose and not for the time thereofpurpose of transferring this Lease, provided Tenant’s shares are not publicly traded; (ii) the state successor to Tenant has net worth computed in which Tenant accordance with generally accepted accounting principles consistently applied (excluding goodwill) that is incorporatednot less than $80,000,000.00; (iii) proof reasonably satisfactory to Landlord of such net worth is delivered to Landlord at least 10 days after the location effective date of Tenant’s principal place of business; any such transaction, (iv) information regarding a material change in any such transfer shall be subject and subordinate to all of the corporate structure terms and provisions of this Lease, and the transferee, if it is an entity other than Tenant, including, without limitation, a merger or consolidation; and (v) any other information regarding Tenant’s ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage of the capital stock of Tenant where this Lease is not assigned to and assumed in full by such entity, it shall be a condition to Landlord’s consent to such change in control that such entity acquiring the controlling percentage assume, as in a primary obligorwritten document reasonably satisfactory to Landlord and delivered to Landlord at least 10 days after the effective date of such transfer, all rights and the obligations of Tenant under this Lease Lease, and (v) Tenant and such entity any guarantor shall execute remain fully liable for all documents reasonably required obligations to effectuate such assumption)be performed by Tenant under this Lease.