Qualified Tenant Affiliate means a corporation or other entity which (i) shall control, be controlled by or be under common control with Tenant, which acquires a controlling interest in Tenant by a transfer of stock, equity or ownership whether by transfer or issuance of new stock, or which results from a merger or consolidation with Tenant or succeeds to all the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, and (iii) in the case of a merger or consolidation, has a net worth immediately after such merger or consolidation at least equal to the net worth of Tenant immediately prior to such merger or consolidation. For purposes of the immediately preceding sentence, “control” shall be deemed to be ownership of more than fifty-one percent (51%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease, and Tenant shall execute such guaranty or other agreement as Landlord shall request to confirm such liability. Notwithstanding any provision contained in this Lease to the contrary, Landlord’s prior written consent shall be required to (a) any merger, consolidation or asset acquisition involving Tenant or the assets or ownership interest of Tenant if in connection therewith, any of the assets of Tenant are transferred, granted or pledged as security for the purchase price (or other consideration) for such merger, consolidation or asset acquisition (provided, however, that if the tangible net worth (i.e., excluding goodwill) of Tenant immediately following such transaction would be equal to or greater than Five Million and 00/100 Dollars ($5,000,000.00), this Subsection 15.01(G)(a) shall be inapplicable), and (b) any sale, conveyance or transfer of all or substantially all of Tenant’s assets to an entity that does not assume all of the obligations of Tenant under this Lease. Any permitted Transfer by Tenant pursuant to this 15.01(G) or otherwise shall be only for valid independent business purposes and any Transfer, however structured, designed primarily for avoidance of the rights of Landlord hereunder shall not be permitted. In no event shall Tenant be permitted to use a series of one or more permitted Transfer...
Qualified Tenant Affiliate means an Affiliate of Tenant or Parent of Tenant who has taken an assignment of this Lease or has subleased the Premises in accordance with the terms of this paragraph 4.16.8.
Qualified Tenant Affiliate means an entity which (i) directly or indirectly controls Tenant; or (ii) is under the direct or indirect control of Tenant; or (iii) is under common direct or indirect control with Tenant; or (iv) is the successor-in-interest to Tenant after a merger, sale of substantially all of the assets of Tenant or public offering of Tenant’s stock. As used in this Article 9, the term “control” shall mean ownership of fifty-one percent (51%) or more of the voting securities or rights of the controlled entity.
Examples of Qualified Tenant Affiliate in a sentence
In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease.
Notwithstanding the first sentence of this subparagraph 4.16.7, Landlord shall have no right to Recapture the Premises or applicable portion thereof if: (a) Tenant’s proposed assignment or sublet is to a Qualified Tenant Affiliate, or (b) Tenant’s proposed sublet (i) is for a term that is less than 90% of the remaining Lease Term; and (ii) together with any previous sublets encompass, in the aggregate, net rentable area less than seventy-five percent (75%) of the total net rentable area of Premises.
A "Qualified Tenant Affiliate" shall mean a corporation or other entity which shall control, be controlled by or be under common control with Tenant.
In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease, and Tenant shall execute such guaranty or other agreement as Landlord shall request to confirm such liability.
The provisions of this Paragraph 10 shall be personal to OPNET Technologies, Inc., and no assignee (other than to a Qualified Tenant Affiliate in connection with an assignment of the Lease) or sublessee of Tenant shall have any extension rights hereunder.
More Definitions of Qualified Tenant Affiliate
Qualified Tenant Affiliate means a corporation or other business entity which (i) shall control, be controlled by or be under common control with Tenant or which results from a merger with Tenant or which acquires all or substantially all of the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, (iii) in the event of an assignment, has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease, (iv) is not a party by whom any suit or action could be defended on the ground of sovereign immunity; and (v) in the case of a merger or acquisition, has a net worth and general creditworthiness immediately after such merger or acquisition at least equal to the net worth and general creditworthiness of Tenant as of the date immediately preceding the effective date of such merger or acquisition. For purposes of the immediately preceding sentence, “control” shall be deemed to be ownership of more than fifty percent (50%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate, as tenant, under this Lease.
Qualified Tenant Affiliate means a corporation or other business entity which (i) shall control, be controlled by or be under common control with Tenant or which results from a merger or consolidation with Tenant or which acquires all or substantially all of the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, (iii) has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease (or has the financial capacity and creditworthiness to undertake and perform the obligations of the sublease, as applicable), (iv) is not a party by whom any suit or action could be defended on the ground of sovereign immunity; and (v) in the case of a merger, consolidation or asset acquisition, has a net worth and general creditworthiness immediately after such merger, consolidation or asset acquisition at least equal to the net worth and general creditworthiness of Tenant as of the date of this Lease. For purposes of the immediately preceding sentence, "control" shall be deemed to be ownership, directly or indirectly, of more than fifty percent (50%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease.
Qualified Tenant Affiliate means any corporation or other legal entity which (i)(A) is a wholly owned subsidiary of Tenant, or (B) results from the merger or consolidation of Tenant with another entity, or (C) acquires all or the majority of the outstanding shares in or all or substantially all of the assets of Tenant, and (ii) has a tangible net worth (tangible assets less total liabilities, and specifically excluding all intangible assets, such as goodwill, patents, trademarks and other intellectual property, franchises, R&D expenditures, advertising expenditures, etc.), as determined in accordance with GAAP (“Tangible Net Worth”), equal to or greater than the Tangible Net Worth of Tenant on the date of the proposed sublease or assignment.
Qualified Tenant Affiliate means a corporation or other entity which shall control, be controlled by or be under common control with Tenant. For purposes of the immediately preceding sentence, "control" shall be deemed to be ownership of more than fifty percent (50%) of the legal and equitable interest of the controlled corporation or other business entity. (Each of the Transfers described in this Article 16G. is hereinafter referred to as a "Permitted Transfer").
Qualified Tenant Affiliate means a corporation or other entity which (i) either
Qualified Tenant Affiliate means a corporation or other entity which (i) shall control, be controlled by or be under common control with Tenant or which results from a merger or consolidation with Tenant or succeeds to all or substantially all of the business and assets of Tenant, (ii) is of a type and quality consistent with the first-class nature of the Building, (iii) is not a party by whom any suit or action could be defended on the ground of sovereign immunity. For purposes of the immediately preceding sentence, "control" shall be deemed to be ownership of more than fifty percent (50%) of the legal and equitable interest of the controlled corporation or other business entity. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of the Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease. Notwithstanding any provision contained in this Lease to the contrary, Landlord's prior written consent shall be required to (a) any merger, consolidation or acquisition involving Tenant or the assets or ownership interest of Tenant if in connection therewith, any of the assets of Tenant are transferred, granted or pledged as security for the purchase price (or other consideration) for such merger, consolidation or acquisition, and (b) any sale, conveyance or transfer of all or substantially all of Tenant's assets to an entity that does not assume all of the obligations of Tenant under this Lease.
Qualified Tenant Affiliate means a corporation or other entity which (i) either (A) is a corporate parent, subsidiary, or affiliate of the Tenant, (B) is the product of the merger or consolidation of Tenant with or into any other entity, (C) acquires all or substantially all of the business and assets of Tenant, or (D) is an agency of the County of Arlington; (ii) is of a type and quality consistent with the first-class nature of the Building, and (iii) has a net worth and creditworthiness which are at least equal to or greater than those of Tenant on the date of execution of this Lease and otherwise has financial capacity and creditworthiness to undertake and perform the obligations of this Lease or the sublease. In the event of any assignment to a Qualified Tenant Affiliate, Tenant shall remain fully liable to perform the obligations of Tenant under this Lease, such obligations to be joint and several with the obligations of the Qualified Tenant Affiliate as tenant under this Lease. If requested by Landlord, Xxxxxx’s successor shall sign a commercially reasonable form of assumption agreement, which assumption agreement shall not obligate such successor to assume any additional obligations as the Tenant hereunder beyond those provided for in this Lease. As used herein, (A) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (B) “subsidiary” shall mean an entity wholly owned by Tenant or at least fifty-one percent (51.00%) of whose voting equity is owned by Tenant; and (C) “affiliate” shall mean an entity controlled by, controlling or under common control with Tenant or Tenant’s parent.