Common use of Transfers Not Requiring Consent Clause in Contracts

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: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s consent is not required, and the nature of the proposed transferee’s business to be carried on in the Premises. (b) Tenant shall furnish Landlord (i) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. (c) Tenant shall furnish Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executed. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s '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 stock or '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 net worth '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 's consent is not required, the following provisions shall apply: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s 's consent is not required, and the nature of the proposed transferee’s 's business to be carried on in the Premises. (b) Tenant shall furnish Landlord (i) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee reasonably acceptable to Landlord, and (ii) within ten (10) days following Landlord's written demand therefor, with all other information reasonably requested by Landlord with respect to such transferee. (c) Tenant shall furnish Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executed. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s 's option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to the following persons or entities (ieach, a “Permitted Transferee”) (1) any assignment resulting from a consolidation, merger or purchase of all or substantially all of Tenant’s stock or assets; or (ii2) any assignment or sublease to a person or entity (a) who or which controls wholly owns Tenant or who or which controls wholly owns the person or entity who or which controls wholly owns Tenant (in either case, a “Parent”), or who is controlled wholly owned by Tenant or a Parent, or is controlled wholly owned by a person or entity who or which is controlled 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 net worth financial strength at the time this Lease was executed. The term “control,” as used in this Article 16(B)Ring Central, 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. Inc. Lease 21 With respect to any assignment or subletting to which Landlord’s consent is not required, the following provisions shall apply: (a) If permitted by law, a. Tenant shall give Landlord written notice of the assignment or subletting no less than 30 10 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s consent is not required, and the nature of the proposed transferee’s business to be carried on in the Premises. (b) b. Tenant shall furnish Landlord (i) no less than 30 ten (10) days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. transferee reasonably acceptable to Landlord, and (cii) Tenant shall furnish within 3 days following Landlord’s demand, with all other information reasonably requested by Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executedrespect to such transferee. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s '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 's assets; or (ii) any assignment or sublease to a person or entity (a) who or which controls wholly owns Tenant or who or which controls wholly owns the person or entity who or which controls wholly owns Tenant (in either case, a “"Parent”"), or who is controlled wholly owned by Tenant or a Parent, or is controlled wholly owned by a person or entity who or which is controlled 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 net worth 's financial strength at the time this Lease was executed. The term “control,” as used in this Article 16(B)executed or at the time of such assignment or sublease, 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 whichever is not a corporationgreater. With respect to any assignment or subletting to which Landlord’s 's consent is not required, the following provisions shall apply: (a) If permitted by law, 1. Tenant shall give Landlord written notice of the assignment or subletting no less than 30 45 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s 's consent is not required, and the nature of the proposed transferee’s 's business to be carried on in the Premises. (b) 2. Tenant shall furnish Landlord (ia) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. transferee reasonably acceptable to Landlord, and (cb) Tenant shall furnish within three (3) days following Landlord's demand, with all other information reasonably requested by Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executedrespect to such transferee. Any assignment or subletting to which Landlord’s 's consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s 's option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s '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 's assets; or (ii) any assignment or sublease to a person or entity (a) who or which controls wholly owns Tenant or who or which controls wholly owns the person or entity who or which controls wholly owns Tenant (in either case, a “"Parent”"), or who is controlled wholly owned by Tenant or a Parent, or is controlled wholly owned by a person or entity who or which is controlled wholly owned by Tenant or a Parent, and (b) whose 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 not materially less than Tenant’s net worth at capable of meeting the time financial obligations under 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 corporationLease. With respect to any assignment or subletting to which Landlord’s 's consent is not required, the following provisions shall apply: (a) If permitted by law, 1. Tenant shall give Landlord written notice of the assignment or subletting no less than 30 thirty (30) days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s 's consent is not required, and the nature of the proposed transferee’s 's business to be carried on in the Premises. (b) 2. Tenant shall furnish Landlord (ia) no less than 30 days prior to the effective date of the assignment or subletting, subletting with a current financial statement of the proposed transferee. transferee reasonably acceptable to Landlord; and (cb) Tenant shall furnish within three (3) days following Landlord's demand, with all other information reasonably requested by Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executedrespect to such transferee. Any assignment or subletting to which Landlord’s 's consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s 's option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s '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 's assets; or (ii) any assignment or sublease to a person or entity (a) who or which controls wholly owns Tenant or who or which controls wholly owns the person or entity who or which controls wholly owns Tenant (in either case, a “"Parent”"), or who is controlled wholly owned by Tenant or a Parent, or is controlled wholly owned by a person or entity who or which is controlled 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 net worth 's financial strength at the time this Lease was executed. The term “control,” as used in this Article 16(B)executed or at the time of such assignment or sublease, 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 whichever is not a corporationgreater. With respect to any assignment or subletting to which Landlord’s 's consent is not required, the following provisions shall apply: (a) If permitted by law, 1. Tenant shall give Landlord written notice of the assignment or subletting no less than 30 45 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s 's consent is not required, and the nature of the proposed transferee’s 's business to be carried on in the Premises. (b) 2. Tenant shall furnish Landlord (ia) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. transferee reasonably acceptable to Landlord, and (cb) Tenant shall furnish Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten three (103) days after the date said document is executed. Any assignment or subletting to which following Landlord’s consent is not required and 's demand, with all other information reasonably requested by Landlord with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s option, be voidsuch transferee.

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 an entity which: (ai) who or which controls wholly owns Tenant or who or wholly owns the entity which controls the person or entity who or which controls wholly owns Tenant (in either case, a “Parent”), ; or who (ii) is controlled wholly owned by Tenant or a Parent, ; or (iii) is controlled wholly owned by a person or an entity who or which is controlled wholly owned 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: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 forty-five (45) days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s consent is not required, and the nature of the proposed transferee’s business to be carried on in the Premises. (b) Tenant shall furnish Landlord (i1) no less than 30 thirty (30) days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. transferee reasonably acceptable to Landlord, and (c2) Tenant shall furnish within three (3) days following Landlord’s demand, with all other information reasonably requested by Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executedrespect to such transferee. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph Article 16.B. are not complied with shall, at Landlord’s option, be void. Notwithstanding anything in this Lease to the contrary, merger, consolidation or sale of all of the assets or stock of Tenant in connection with Tenant’s business purposes, and not for the purpose of avoiding Tenant’s obligations under this Lease, shall not be deemed an assignment hereunder.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s '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 '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 '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 's consent is not required, the following provisions shall apply: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 days prior to the effective date thereof, which notice shall set forth the identity of the proposed transferee, the reason(s) why Landlord’s 's consent is not required, and the nature of the proposed transferee’s 's business to be carried on in the Premises. (b) Tenant shall furnish Landlord (i) no less than 30 days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. (c) Tenant shall furnish Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executed. Any assignment or subletting to which Landlord’s 's consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s 's option, be void.

Transfers Not Requiring Consent. Notwithstanding the foregoing, Landlord’s consent shall not be required with respect to (i) any assignment resulting from or sublease (each a consolidation“Permitted Transfer”) to any of the following parties (each, merger a “Permitted Transferee”): (1) an entity which wholly owns Tenant or purchase of 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 (ii5) any assignment or sublease to a person or an 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 a successor by Tenant or a Parent, and (b) whose net worth is not materially less than merger to 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: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 ten (10) business days prior to after the effective date thereof, which notice shall set forth the identity of the proposed transfereeassignee or subtenant, the reason(s) why Landlord’s consent is was not required, and the nature of the proposed transfereeassignee’s or subtenant’s business to be carried on in the Premises. (b) Tenant shall furnish Landlord (i) no less than 30 ten (10) business days prior to after the effective date of the assignment or subletting, with a current then-available financial statement of information for the proposed transfereeassignee or subtenant reasonably acceptable to Landlord. (c) Tenant shall furnish Landlord with a complete copy of the fully executed assignment and assumption agreement or sublease within ten (10) days after the date said document is executed. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph are not complied with shall, at Landlord’s option, be void.

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 (1) an 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 (2) an entity which is controlled by Tenant or a Parent, or (3) an entity which is controlled by a person or an entity who or 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) 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 ownershippossessing, directly or indirectly, of more than fifty-one percent (51%) the power to direct or cause the direction of the outstanding voting stock management and policies of a corporation or other equity interest if Tenant is not a corporationsuch person. With respect to any assignment or subletting to which Landlord’s consent is not requiredPermitted Transfer, the following provisions shall apply: (a) If permitted by law, Tenant shall give Landlord written notice of the assignment or subletting no less than 30 thirty (30) days prior to the effective date thereofthereof (unless restricted from doing so by legal or contractual requirement, in which case such notice shall be given promptly after such transfer),, which notice shall set forth the identity of the proposed transfereeassignee or subtenant, the reason(s) why Landlord’s consent is not required, and the nature of the proposed transfereeassignee’s or subtenant’s business to be carried on in the Premises. (b) Except as aforesaid, Tenant shall furnish Landlord (i) no less than 30 thirty (30) days prior to the effective date of the assignment or subletting, with a current financial statement of the proposed transferee. assignee or subtenant reasonably acceptable to Landlord, and (cii) Tenant shall furnish within three (3) days following Landlord’s demand, with all other information reasonably requested by Landlord with a complete copy of the fully executed assignment and assumption agreement respect to such assignee or sublease within ten (10) days after the date said document is executedsubtenant. Any assignment or subletting to which Landlord’s consent is not required and with respect to which the provisions of this paragraph Article 16.B. are not complied with shall, at Landlord’s option, be void.