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

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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 paragraph (b) 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 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 ownership of and the right to vote 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. 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 ’s chief operating officer, which shall provide the following information: (ai) 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; (bii) the state in which Tenant is incorporated; (ciii) the location of Tenant's ’s principal place of business; (div) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (ev) 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 paragraph (b) 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 Each of the capital stock of Tenant, or the sale or transfer of all or a substantial portion of the assets of Tenant, following shall be deemed a voluntary assignment of Tenant's interest in this Lease: (a) dissolution, merger, consolidation or other reorganization of Tenant; or (b) at any time that the capital stock of Tenant is not publicly traded on a recognized exchange, the sale or transfer in one or more transactions to one or more related parties of a controlling percentage of the capital stock of Tenant; or (c) or the sale or transfer of all or substantially all of the assets of Tenant. The phrase "controlling percentage" means the ownership of and the right to vote 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. 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 Notwithstanding the foregoing, Tenant (or any Permitted Assignee, as defined herein) may, without Landlord's request from time prior written consent and without being subject to timeany of the provisions of this Article 7, Tenant shall promptly provide Landlord with a statement certified by the Tenant's chief operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, including without limitation, Landlord's right to recapture any portion of the Leased Premises, sublet the Leased Premises or assign this Lease to (individually, a merger "Permitted Assignee," collectively, "Permitted Assignees"): (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant; or (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of all or substantially all of the assets of Tenant; provided that either (1) Tenant shall remain primarily liable under the Lease (except in the event it is not the surviving entity in the merger) or (2) that any Permitted Assignee under (i), (ii) or (iii) above has a net worth equal to or greater than Tenant and (e) does not have any other information regarding contingent or off-balance sheet liabilities that make it less credit worthy than 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 any proposed assignee or subtenant under (i), (ii) or (iii) above has a net worth less than Tenant where this Lease is not assigned to and assumed in full by such entityor has contingent or off-balance sheet liabilities that make it less credit worthy than Tenant, it shall be a condition to Landlord's consent (pursuant to Section 7.1 above) shall be required and all of the terms and conditions of this Article 7 shall apply, except that Landlord shall not be entitled to terminate this Lease pursuant to Section 7.3, and Landlord shall not be entitled to any assignment consideration or excess rentals pursuant to Section 7.5 of this Lease. If any proposed assignee or subtenant under (i), (ii) or (iii) above does not qualify as a Permitted Assignee because it has a net worth which is less than Tenant or has contingent or off-balance sheet liabilities that make it less creditworthy than Tenant, then in the event Landlord nevertheless consents (pursuant to the provisions of Section 7.1 above) to such change in control that proposed assignee or subtenant, such entity acquiring the controlling percentage assume, as proposed assignee or subtenant shall constitute a primary obligor, all rights and obligations of Tenant Permitted Assignee under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption)Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph Except as provided in subparagraph (b) 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 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 ownership of and the right to vote 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. 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 Leaselease. Upon Landlord's ’s request from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant's ’s chief operating executive officer or chief executive officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ’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 ’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 paragraph (b) 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 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 ownership of and the right to vote 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. 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 operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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 provisions of this Article 7, including without limitation, Landlord's right to recapture any portion of the Leased Premises, sublet the Leased Premises or assign this Lease to (individually, a "Permitted Assignee," collectively, "Permitted Assignees"): (i) a subsidiary, affiliate, division, corporation or joint venture 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) Tenant, after the sale or transfer of a controlling percentage of the capital stock of Tenant where this Lease Tenant; provided that any Permitted Assignee under (i), (ii) or (iii) above has a market capitalization on the effective date of the assignment or sublease which is not assigned equal 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)or greater than Tenant.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 Tenantor other equity interests in Tenant (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 ’s interest in this Lease. The phrase "“controlling percentage" ” means the direct or indirect ownership of and the or 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 ’s chief operating executive officer or chief financial officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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). 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 paragraph (b) 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 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 ’s interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote 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. 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 request from time Notwithstanding the foregoing, the provisions of this Article 7 shall not apply to time(i) PMC-Sierra, Tenant shall promptly provide Landlord with a statement certified by the Tenant's chief operating officerInc. or any Permitted Transferee of PMC-Sierra, which shall provide the following information: Inc., and (aii) the names transfer of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant as part of an initial public offering or if and so long as Tenant is incorporated; (c) publicly traded on a nationally recognized stock exchange. For purposes of this Article the location term transfers shall be deemed to include the issuance of Tenant's principal place of business; (d) information regarding new capital stock or other ownership interests in one or more related transactions which results in a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage 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 where on the Effective Date of this Lease 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 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 (each a “Permitted Transferee”) so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the successor to Tenant has net worth computed in accordance with generally accepted accounting principles consistently applied (excluding goodwill) that is not assigned less than $80,000,000.00; (iii) proof reasonably satisfactory to and assumed in full by Landlord of such entitynet worth is delivered to Landlord at least 10 days after the effective date of any such transaction, it (iv) any such transfer shall be a condition subject and subordinate to Landlord's consent to such change in control that such all of the terms and provisions of this Lease, and the transferee, if it is an entity acquiring the controlling percentage other than Tenant, shall 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.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 ’s chief operating officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ’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 paragraph (b) 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 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 ownership of and the right to vote 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. 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 Notwithstanding the foregoing, Tenant may, without Landlord's request from time prior written consent, sublet the Leased Premises or assign this Lease to time(individually, a "Permitted Assignee," collectively, "Permitted Assignees"): (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by or under common control with Tenant; or (ii) a successor corporation related to Tenant shall promptly provide Landlord with a statement certified by merger, consolidation, nonbankruptcy reorganization, or government action; provided that any Permitted Assignee under (i) or (ii) above has the financial capability to perform Tenant's chief operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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)Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 timetime (but not more often than once every twelve (12) months), Tenant shall promptly provide Landlord with a statement certified by the Tenant's ’s chief operating executive officer or chief executive officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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 Notwithstanding any of the terms of this Article 7 to paragraph the 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 (bi) 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 Tenant’s voting stock (hereinafter each a “Permitted Transfer” and the capital stock transferee, a “Permitted Transferee”); provided that the Permitted Transferee assumes in writing for the benefit of Landlord, this Lease and all of Tenant’s obligations under this Lease, and that in the case of (ii) or (iii) above, either (x) the Tenant as constituted immediately after the applicable Permitted Transfer has a net worth equal to or greater than that of Tenant as of the Effective Date of this Lease, or the sale or transfer of all or (y) a substantial portion guarantor of the assets obligations of Tenantsuch Permitted Transferee which is reasonably acceptable to Landlord, shall be deemed and which has signed a voluntary assignment guaranty in favor of Tenant's interest Landlord in the form of Attachment 7.2 to this Lease, has a net worth equal to or greater than that of Tenant as of the Effective Date of this Lease. The phrase "controlling percentage" means the ownership of and the right to vote 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. 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 operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ownership agrees 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 an Event of Default by Tenant under this Lease (and if such entity guarantor shall execute do any of the things described in any of Paragraphs 12.1(f) through 12.1(i) below. In all documents reasonably required to effectuate such assumption)events, Tenant shall remain fully liable under this Lease.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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, 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 ownership of and the right to vote 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. 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 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 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 operating officer, which shall provide the following information: (a) the names of all of Tenant'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 shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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 paragraph (b) 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 and the or 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 ’s chief operating executive officer or chief financial officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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 paragraph (b) 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 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 ownership of and the right to vote 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. 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 ’s chief operating officer, which shall provide the following information: (a) 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; (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ’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. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) 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). 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. Each of the following shall be deemed a voluntary assignment of Tenant’s interest in this Lease: (a) Subject to paragraph (b) below: Any dissolution, merger, consolidation or other reorganization of Tenant; or (b) at any time that the capital stock of Tenant is not publicly traded on a recognized exchange, or the sale or other transfer in the aggregate over the Lease Term one or more transactions to one or more related parties of a controlling percentage of the capital stock of Tenant, ; or (c) or the sale or transfer of all or a substantial portion substantially all of the assets of Tenant, shall be deemed a voluntary assignment of Tenant's interest in this Lease. The phrase "“controlling percentage" ” means the ownership of and the right to vote 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. 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 request from time to timeNotwithstanding the foregoing, Tenant shall promptly provide Landlord with a statement certified by (or any Permitted Transferee, as defined herein) may, without Landlord’s prior written consent and without being subject to any of the Tenant's chief operating officerprovisions of this Article 7, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, including without limitation, Landlord’s right to recapture any portion of the Leased Premises, sublet the Leased Premises or assign this Lease to (individually, a merger “Permitted Transferee,” collectively, “Permitted Transferees”): (i) a subsidiary, affiliate, parent, division, entity or joint venture controlling, controlled by or under common control with Tenant; or (ii) a successor corporation related to Tenant by merger, consolidation, nonbankruptcy reorganization, or government action; or (iii) a purchaser of all or substantially all of the assets of Tenant; provided that either (1) Tenant shall remain primarily liable under the Lease (except in the event it is not the surviving entity in the merger) or (2) that any Permitted Transferee under (i), (ii) or (iii) above has a net worth equal to or greater than Tenant’s and (e) does not have any other information regarding Tenant's ownership contingent or off-balance sheet liabilities that Landlord reasonably requestsmake it less credit worthy than Tenant as of the date of this Lease. In the event of an acquisition by one entity any proposed assignee or subtenant under (i), (ii) or (iii) above has a net worth less than Tenant or has contingent or off-balance sheet liabilities that make it less credit worthy than Tenant, Landlord’s consent (pursuant to Section 7.1 above) shall be required and all of the controlling percentage terms and conditions of the capital stock of Tenant where this Article 7 shall apply, except that Landlord shall not be entitled to terminate this Lease pursuant to Section 7.3, and Landlord shall not be entitled to any assignment consideration or excess rentals pursuant to Section 7.5 of this Lease. If any proposed assignee or subtenant under (i), (ii) or (iii) above does not qualify as a Permitted Transferee because it has a net worth which is not assigned less than Tenant or has contingent or off-balance sheet liabilities that make it less creditworthy than Tenant, then in the event Landlord nevertheless consents (pursuant to and assumed in full by such entity, it shall be a condition to Landlord's consent the provisions of Section 7.1 above) to such change in control that proposed assignee or subtenant, such entity acquiring the controlling percentage assume, as proposed assignee or subtenant shall constitute a primary obligor, all rights and obligations of Tenant Permitted Transferee under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption).Lease. 7.3

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 to paragraph an entity controlling, controlled by or under common control with Tenant, (b) below: Any dissolution, an entity related to 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 Tenant, or the “Permitted Transferee”). A sale or transfer of all or a substantial portion of the assets of Tenant, ’s capital stock shall not be deemed a voluntary assignment an assignment, subletting or any other transfer of Tenant's interest in this Lease. The phrase "controlling percentage" means Lease or the ownership of and the right to vote 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 directorsLeased 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 ’s interest in this Lease. Upon Landlord's request ’s request, from time to time, Tenant shall promptly provide Landlord with a statement certified by the Tenant's ’s chief operating officer, which shall provide the following information: information (a) 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; : (b) the state in which Tenant is incorporated; (c) the location of Tenant's ’s principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, limitation a merger or consolidationconsolidated; and (e) any other information regarding Tenant's ’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 any assignment or sublease agreement for which Landlord’s consent is not assigned required pursuant 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).Section 7.2

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 operating officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ownership that Landlord reasonably requests. In Notwithstanding the event of an acquisition by one entity of foregoing, Tenant may, without Landlord's prior written consent, sublet the controlling percentage of the capital stock of Tenant where Leased Premises or assign this Lease is not assigned to and assumed in full a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by such entityor under common control with Tenant, it provided that Tenant shall be a condition to Landlord's consent to such change in control that such entity acquiring remain primarily liable under 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).Lease

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ownership of and the right to vote 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. 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 operating financial officer, which shall provide the following information: (a) the names of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant is incorporated; (c) the location of Tenant's principal place of business; (d) information regarding a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ownership that Landlord reasonably requests. In Notwithstanding the event of an acquisition by one entity of foregoing, Tenant may, without Landlord's prior written consent, sublet the controlling percentage of the capital stock of Tenant where Leased Premises or assign this Lease is not assigned to and assumed in full (individually, a "Permitted Assignee," collectively, "Permitted Assignees"): (i) a subsidiary, affiliate, division, corporation or joint venture controlling, controlled by such entityor under common control with Tenant; or (ii) a successor corporation related to Tenant by merger, it shall be a condition to Landlord's consent to such change in control that such entity acquiring the controlling percentage assumeconsolidation, as a primary obligornonbankruptcy reorganization, all rights and obligations of Tenant under this Lease (and such entity shall execute all documents reasonably required to effectuate such assumption)or government action.

Merger, Reorganization, or Sale of Assets. (a) Subject to paragraph (b) 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 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 ’s interest in this Lease. The phrase "controlling percentage" means the ownership of and the right to vote 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. 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 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 operating officer, which shall provide the following information: (a) the names transfer of all of Tenant's shareholders and their ownership interests at the time thereof, provided Tenant's shares are not publicly traded; (b) the state in which Tenant as part of an initial public offering or if and so long as Tenant is incorporated; (c) publicly traded on a nationally recognized stock exchange. For purposes of this Article the location term transfers shall be deemed to include the issuance of Tenant's principal place of business; (d) information regarding new capital stock or other ownership interests in one or more related transactions which results in a material change in the corporate structure of Tenant, including, without limitation, a merger or consolidation; and (e) any other information regarding Tenant's ownership that Landlord reasonably requests. In the event of an acquisition by one entity of the controlling percentage 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 where on the Effective Date of this Lease 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 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 so long as (i) such transfer was made for a legitimate independent business purpose and not assigned for the purpose of transferring this Lease, (ii) the successor to Tenant has a tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and assumed in full by such entityexcluding goodwill, it shall be a condition organization costs and other intangible assets) that is sufficient to Landlord's consent to such change in control that such entity acquiring meet 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