Transfers Not Requiring Consent Sample Clauses

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to (i) any assignment resulting from a consolidation, merger or purchase of all or substantially all of Tenant’s stock or assets; or (ii) any assignment or sublease to a person or entity (a) who or which controls Tenant or who or which controls the person or entity who or which controls Tenant (in either case, a “Parent”), or who is controlled by Tenant or a Parent, or is controlled by a person or entity who or which is controlled by Tenant or a Parent, and (b) whose net worth is not materially less than Tenant’s net worth at the time this Lease was executed. The term “control,” as used in this Article 16(B), shall mean the ownership, directly or indirectly, of more than fifty-one percent (51%) of the outstanding voting stock of a corporation or other equity interest if Tenant is not a corporation. With respect to any assignment or subletting to which Landlord’s consent is not required, the following provisions shall apply:
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to the following persons or entities (each, a “Permitted Transferee”) (1) any assignment resulting from a consolidation, merger or purchase of substantially all of Tenant’s assets; or (2) any assignment or sublease to a person (a) who wholly owns Tenant or who wholly owns the person who wholly owns Tenant (in either case, a “Parent”), or who is wholly owned by Tenant or a Parent, or is wholly owned by a person who is wholly owned by Tenant or a Parent, and (b) whose financial strength, both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease term, is not materially less than Tenant’s financial strength at the time this Lease was executed. Ring Central, Inc. Lease 21 With respect to any assignment or subletting to which Landlord’s consent is not required, the following provisions shall apply:
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord's consent shall not be required with respect to (collectively, "Affiliated Transferees") (i) any assignment resulting from a consolidation, merger or purchase of all or substantially all of Tenant's assets; or (ii) any assignment or sublease to a person or entity (a) who or which controls Tenant or who or which controls the person or entity who or which controls Tenant (in either case, a "Parent"), or who is controlled by Tenant or a Parent, or is controlled by a person or entity who or which is controlled by Tenant or a Parent, and (b) whose financial strength, both in terms of tangible net worth and in terms of reasonably anticipated cash flow over the Lease term, is not materially less than Tenant's financial strength at the time this Lease was executed. The term "control," as used in this Article 16(B), shall mean the ownership, directly or indirectly, of more than fifty-one percent (51%) of the outstanding voting stock of a corporation or other equity interest if Tenant is not a corporation; or (iii) in the event Tenant is a publicly traded company, the sale of stock in the normal course. With respect to any assignment or subletting to which Landlord's consent is not required, the following provisions shall apply:
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any assignment or sublease to an entity which: (i) wholly owns Tenant or wholly owns the entity which wholly owns Tenant (in either case, a “Parent”); or (ii) is wholly owned by Tenant or a Parent; or (iii) is wholly owned by an entity which is wholly owned by Tenant or a Parent. With respect to any assignment or subletting to which Landlord’s consent is not required, the following provisions shall apply:
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any assignment or sublease to (1) an entity which controls Tenant or which controls the entity which controls Tenant (in either case, a “Parent”), or (2) an entity which is controlled by Tenant or a Parent, or (3) an entity which is controlled by an entity which is controlled by Tenant or a Parent, or (4) any entity resulting from a merger or consolidation involving Tenant, or (5) any entity which acquires all or substantially all of Tenant’s assets, including, without limitation, Tenant’s leasehold interest in and to this Lease (each, a “Permitted Transfer”). For purposes hereof, “control” requires both (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. With respect to any Permitted Transfer, the following provisions shall apply:
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Transfers Not Requiring Consent. A Limited Partner may transfer an interest in any one or more Units to his spouse or to any of his descendants without having to comply with this Section 2 if the transfer is without consideration.
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to any assignment or sublease (each a “Permitted Transfer”) to any of the following parties (each, a “Permitted Transferee”): (1) an entity which wholly owns Tenant or which wholly owns the entity which wholly owns Tenant (in either case, a “Parent”); or (2) an entity which is wholly owned by Tenant or a Parent; or (3) an entity which is wholly owned by an entity which is wholly owned by Tenant or a Parent; or (4) an entity which purchases all or substantially all of Tenant’s stock or assets; or (5) an entity which is a successor by merger to Tenant. With respect to any assignment or subletting to which Landlord’s consent is not required, the following provisions shall apply: Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Sample 1
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Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord's consent shall not be required with respect to (i) any assignment resulting from a consolidation, merger or purchase of substantially all of Tenant's assets; or (ii) any assignment or sublease to a person (a) who wholly owns Tenant or who wholly owns the person who wholly owns Tenant (in either case, a "Parent"), or who is wholly owned by Tenant or a Parent, or is wholly owned by a person who is wholly owned by Tenant or a Parent, and (b) with the exception of a transfer pursuant to Paragraph 10.2, the financial strength of the proposed assignee or subtenant, both in terms of net worth and in terms of reasonably anticipated cash flow over the Lease Term, meets or exceeds the reasonable criteria of Landlord that Tenant was required to meet prior to the execution of this Lease, and such proposed transferee can demonstrate, to Landlord's reasonable satisfaction, that it is capable of meeting the financial obligations under this Lease. With respect to any assignment or subletting to which Landlord's consent is not required, the following provisions shall apply:
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Related to Transfers Not Requiring Consent

  • Transactions Not Requiring Instructions In the absence of contrary Written Instructions, PFPC Trust is authorized to take the following actions:

  • Definitions; Consent Required The term "Utility Installations" is used in this Lease to refer to all air lines, power panels, electrical distribution, security, fire protection systems, communications systems, lighting fixtures, heating, ventilating and air conditioning equipment, plumbing, and fencing in, on or about the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment which can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements on the Premises which are provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures. "Lessee-Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee shall not make nor cause to be made any Alterations or Utility Installations in, on, under or about the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Utility Installations to the interior of the Premises (excluding the roof) without Lessor's consent but upon notice to Lessor, so long as they are not visible from the outside of the Premises, do not involve puncturing, relocating or removing the roof or any existing walls, or changing or interfering with the fire sprinkler or fire detection systems and the cumulative cost thereof during the term of this Lease as extended does not exceed $2,500.00.

  • Limitation on Subsequent Registration Rights Other than as provided in Section 5.10, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders.

  • Actions Not Requiring Proper Instructions Unless otherwise instructed by the Trust, the Custodian shall with respect to all Securities held for the Fund:

  • Effect of Waiver or Consent A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

  • Solicitation of Consents For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

  • Consent Required The affirmative vote, approval, consent or ratification of the Manager shall be required to:

  • Notice of Certain Events Affecting Registration; Suspension of Right to Make an Advance The Company will immediately notify the Investor upon its becoming aware of the occurrence of any of the following events in respect of a registration statement or related prospectus relating to an offering of Registrable Securities: (i) receipt of any request for additional information by the SEC or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the registration statement or related prospectus; (ii) the issuance by the SEC or any other Federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in the Registration Statement or related prospectus of any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate; and the Company will promptly make available to the Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to the Investor any Advance Notice during the continuation of any of the foregoing events.

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