Ownership Transactions. Except for Permitted Transfers (defined below), unless Tenant is a corporation that is publicly traded on a reputable United States stock exchange, the sale, assignment, transfer, sublease or disposition, whether for value, by operation of law, in a single transaction or a series of related transactions or within any twelve (12) month period, of: (a) fifty percent (50%) or more of the issued and outstanding stock of Tenant, or (b) fifty percent (50%) of the total interest of Tenant, if Tenant is a partnership, joint venture, or limited liability company or any other type of legal entity, shall constitute a Transfer subject to Section 12.1. Any change in ownership of Tenant’s parent of the type described above shall also constitute a Transfer of this Lease.
Ownership Transactions. Unless Tenant is a corporation that is publicly traded on a reputable United States stock exchange, any sale, assignment, transfer, sublease or disposition, whether for value, by operation of law, gift, will, or intestacy in a single transaction or a series of related transactions or within any twelve (12) month period, of fifty percent (50%) or more of the ownership interests in Tenant, if Tenant is a partnership, joint venture, or limited liability company or any other type of legal entity or of operating control over Tenant (whether by management agreement, stock sale or other means) shall be deemed to constitute a Transfer. Any change in ownership of Tenant’s parent of the type described above shall also constitute a Transfer. Notwithstanding anything to the contrary in this Lease, so long as such Transfer is not effectuated as part of a transaction or series of transactions orchestrated in order to avoid the requirement to obtain Landlord’s consent to a Transfer, Tenant may, without obtaining Landlord’s consent, enter into a Transfer to any other entity which (a) controls or is controlled by Tenant; or (b) is controlled by Tenant’s parent company; or (c) purchases all or substantially all of the assets of Tenant; or (d) purchases all or substantially all of the ownership interests of Tenant (each of which is referred to herein as a “Permitted Transfer” and the transferee under any Permitted Transfer is referred to herein as a “Permitted Transferee”). In connection with any Permitted Transfer, Tenant shall continue to remain fully liable under the Lease, on a joint and several basis with the assignee or acquirer of such assets or stock. Unless constrained by a confidentiality requirement, Tenant must give Landlord at least thirty (30) days written notice in advance of any such Permitted Transfer and must provide evidence reasonably satisfactory to Landlord that the transaction qualifies as a Permitted Transfer. In the event that Tenant is prevented from providing Landlord with such prior notice of a Permitted Transfer due to a confidentiality requirement, then Tenant shall provide written notice of such Permitted Transfer to Landlord no later than ten (10) days after the occurrence of such Permitted Transfer. In addition, if Tenant is merged or consolidated with another entity, in accordance with applicable statutory provisions governing merger or consolidation of entities, such Transfer shall be a Permitted Transfer, so long as (A) Tenant’s obligation...
