Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under this Article 14, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "release" by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a "Permitted Transferee." "Control," as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. ARTICLE 15

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under this Article 14, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "“release" ” by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a "“Permitted Transferee." "” “Control," ” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. ARTICLE 15.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, or (iv) a sale may be done by Tenant without the consent of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under this Article 14Landlord, provided that Tenant (a)Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (b) the net worth of such successor is not less than the greater of the net worth of Tenant as of the date of this Lease or at the time of the Transfer, and (c) further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "“release" ” by Tenant of such obligationsobligations and such Permitted Transferee shall thereafter become liable under this Lease, on a joint and several basis, with Tenant. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a "“Permitted Transferee." "” “Control," ” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. ARTICLE 15.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under this Article 14, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "release" by Tenant of such obligationsLease. XXXXXX REALTY 571981.06/WLA 0000 Xxxxxxxxx Xxxxx K4064-066/6-8-04/pjr/pjr -36-[STMicroelectronics, Inc.] The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a "Permitted Transferee." "Control," as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. ARTICLE 15.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 1411, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment or to a purchaser of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or to an entity resulting, by operation of law or otherwise, from the merger, consolidation or other reorganization of Tenant (iiiany such entity, an “Affiliate”), (ii) an assignment or subletting of all or a portion of the Premises to an entity which is the resulting entity Affiliate, a parent of an Affiliate, or an Affiliate of a merger or consolidation of Tenantparent, or (iviii) a sale of corporate shares of capital stock in Tenant transfer, by law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchangeAffiliate, shall not be deemed a Transfer under this Article 1411, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliateAffiliate, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. An assignee of Tenant’s entire interest under this Lease or otherwise effectuate any "release" by Tenant of such obligations. The transferee under a transfer specified in items (i), (ii) or (iii) above shall pursuant to the immediately preceding sentence may be referred to herein as a "Permitted Transfereean “Affiliated Assignee." "” “Control," ” as used in this Section 14.811.7, shall mean the ownershippossession, directly or indirectly, of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity. ARTICLE 15, whether through the ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, TenantTenant as of the date of this Lease (an “Affiliate”), (iiB) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, or (iiiC) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, Tenant during the Lease Term (any such assignee or sublessee described in items (ivA) through (C) of this Section 14.8 hereinafter referred to as a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally“Permitted Non-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchangeTransferee”), shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided that (i) Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth above, and further provided that (ii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "release" by Tenant of such obligations. The transferee under a transfer specified in items (i)Lease, (ii) or and (iii) above any transferee under this Section 14.8 shall be referred to as of a "Permitted Transferee." "character and reputation consistent with the quality of the Building. “Control," ” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. ARTICLE 15.

Non-Transfers. Notwithstanding anything to the contrary contained in this Article 14Lease, neither (i) an assignment to a transferee of all or substantially all of the assets of Tenant, (iii) an assignment of the Premises to a transferee which is the resulting entity of a merger, reorganization or consolidation of Tenant with another entity, nor (iii) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), (ii) an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, (iii) an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant, or (iv) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, and the subsequent sale of Tenant's capital stock as long as Tenant is a publicly traded company on a nationally-recognized stock exchange, shall not be deemed a Transfer under Article 14 of this Article 14Lease, provided that Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment transfer or sublease or such affiliatetransferee as set forth in items (i) through (iii) above, and further provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease or otherwise effectuate any "release" by Tenant of such obligationsLease. The transferee under a transfer specified in items (i), (ii) or (iii) above shall be referred to as a "Permitted Transferee." "Control," as used in this Section 14.814.5, shall mean the ownershippossession, directly direct or indirectlyindirect, of at least fifty-one percent (51%) the power to direct or cause the direction of the voting securities of, or possession management and policies of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any a person or entity, whether through ownership of voting securities, by contract or otherwise. ARTICLE 15Notwithstanding anything to the contrary set forth in this Article 14, Tenant shall not be permitted to assign or sublease all or any portion of the Premises to an affiliate of Tenant if such assignment or sublease would cause a violation of another lease for space in the Real Property or would give an occupant of the Real Property a right to cancel its lease. Landlord represents that as of the date of this Lease, there are no covenants in other leases for the Building applicable to the fourth (4th) and fifteenth (15th) floors of the Building which could prohibit an assignment or sublease pursuant to the immediately preceding sentence.