Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. "CONTROL," as used in this SECTION 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything the foregoing provisions of this Section 14 to the contrary contained in this ARTICLE 14contrary, the following transfers (each a “Permitted Transfer”) shall not constitute an assignment or subletting sublease requiring the consent or approval of all Landlord under this Lease, and will not extend any Rent Differential right or a portion termination right or option to Landlord: (a) to an affiliate of the Premises to Tenant; that is, any entity which controls, is controlled directly or indirectly by Tenantby, or which is under common control with, Tenant; (b) to an entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any a reorganization of or merger or consolidation of with Tenant or a successor resulting from a legislative act; (c) to any an entity which purchases acquires all or substantially all of the stock or assets of Tenant’s business for good business purpose and not principally for the purpose of transferring this Lease in contravention of the restrictions contained herein; or (d) of any stock or other ownership or partnership interest in Tenant, shall not be deemed a Transfer under this ARTICLE 14or any affiliate of Tenant, provided whose stock or other ownership or partnership or membership interest is publicly traded on any national, regional or other stock exchange or “over-the-counter” market; provided, that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that promptly supplies Landlord with all of the applicable Transfer is to an Affiliate; and (iii) documentation described in Subsection 14.3 above. Any such assignment transferee or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. "CONTROL," as used affiliate described in this SECTION 14.7Subsection 14.10 shall be referred to in this Lease as a “Permitted Affiliate.” “Control,” for the purposes hereof, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or an entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "“AFFILIATE"”), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. "“CONTROL," ” as used in this SECTION 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten thirty (1030) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies certified that the applicable Transfer is to an Affiliate; and (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. "CONTROL," as used in this SECTION 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE Article 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an "AFFILIATE"“Affiliate”), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE Article 14, provided that at least ten thirty (1030) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies certified that the applicable Transfer is to an Affiliate; and (iiiii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION Section 14.7, Tenant shall not be relieved of its obligations under this Lease. "CONTROL“Control," ” as used in this SECTION Section 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which acquires all or a part of Tenant, or which is acquired in whole or in part by Tenant, or which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant or which acquires all or substantially all of the stock or assets of Tenant (in each such case, an "AFFILIATE"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten thirty (1030) business days prior to such assignment or sublease (ori) Tenant provides Landlord with reasonable evidence that any such entity maintains a net worth, if precluded by applicable securities laws from giving advance noticecalculated in accordance with generally accepted accounting principals, within ten consistently applied (10) business days after such assignment or sublease"NET WORTH"), or, if later, promptly after Tenant is legally permitted sufficient to inform Landlord): meet the financial obligation hereunder; (iii) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an Affiliatesublease; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.714.8, Tenant shall not be relieved of its obligations under this LeaseLease to the extent the same become the TCCs of such Affiliate pursuant to such assignment or sublease. In no event shall an offering of stock to third parties by means of a public or private offering constitute a "Transfer." "CONTROL," as used in this SECTION 14.714.8, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14Paragraph, neither (i) an assignment or subletting of all or a portion of the Premises (A) to any an entity which is controlled directly by, controls or indirectly by Tenantis under common control with Tenant (or a valid assignee of this Lease), or (B) to a purchaser of all or substantially all of the assets of Tenant or of an entity which entity controlsis controlled by, directly controls or indirectly, is under common control with Tenant (or a valid assignee of this Lease), nor (ii) a transfer, by operation of law or otherwise, in each connection with the merger, consolidation or other reorganization of Tenant or of an entity which is controlled by, controls or is under common control with Tenant (or a valid assignee of this Lease), shall be subject to the Landlord's consent or Tenant's payment of Bonus Rent (collectively, such caseentities, purchasers, and parties shall be referred to herein collectively or individually as an "AFFILIATE"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten five (105) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (ia) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such assignment or sublease or such Affiliate; and (iiib) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment No such assignment, sublease or sublease to an Affiliate is made pursuant to the TCCs of other transfer under this SECTION 14.7, Paragraph 9.3 shall relieve Tenant shall not be relieved of its obligations from any liability under this Lease. For purposes of this Lease, "CONTROL,control" as used in this SECTION 14.7, shall mean the possession, directly direct or indirectlyindirect, of the power to direct or cause the direction of the management and policies of a person or entity, or majority ownership of any sort, whether by through the ownership of voting securities, by contract or contractor otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE Article 14, (i) an assignment or subletting of all or a portion of the Premises to any an affiliate of Tenant (an entity which is controlled directly or indirectly by Tenantby, controls, or which entity controlsis under common control with, directly or indirectly, Tenant (in each such case, an "AFFILIATE"Tenant), or any (ii) an assignment of the Premises to an entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases acquires all or substantially all of the assets or interests (partnership, stock or assets other) of Tenant, or (iii) an assignment of the Premises to an entity which is the surviving/resulting entity of a merger or consolidation of Tenant, shall not be deemed a Transfer under this ARTICLE Article 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (iA) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, (B) such transferee has, in Landlord's reasonable determination, financial strength equal to an Affiliate; or greater than Original Tenant, and (iiic) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment The transferee under a transfer specified in items (i), (ii) or sublease (iii) above shall be referred to an Affiliate is made pursuant to the TCCs of in this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. Lease as a "PERMITTED TRANSFEREE." "CONTROL," as used in this SECTION 14.7Section 14.8, shall mean the possessionownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or the power to direct or cause the direction of the management and policies of a person or entityits affairs, whether by through ownership of or voting securities, or by contract or otherwise, any person or entity.