Qualified Tenant Affiliate definition
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 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, and (iv) 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 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, 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, but only if the loan secured by such assets is more than fifty percent (50%) of the fair value of such assets, 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 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, and Tenant shall execute such guaranty or other agreement as Landlord shall request to confirm such liability.
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.
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.
Except with respect to a proposed subletting or assignment to a Qualified Tenant Affiliate, Landlord shall have the right to terminate this Lease upon a proposed assignment of this Lease or a subletting of all or substantially all of the Premises; provided, that in the event of a subletting for less than the entire remaining Term, Landlord shall be entitled to terminate this Lease with respect to the portion of the Premises proposed to be sublet only for the period of the proposed sublease.
Tenant shall have no right to an extension of the Term if at the time Tenant delivers the ST Extension Exercise Notice, or at the time the applicable Short Term Extension Term would have otherwise commenced, Tenant (i) has then assigned this Lease (other than to a Qualified Tenant Affiliate); (ii) is then in Default; or (iii) has delivered an Extension Acceptance Notice pursuant to Paragraph 10 hereof.
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) 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 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 of this Lease. 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 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 (or stock) 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 the sublease, (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 the transfer at least equal to the net worth and general creditworthiness of Tenant as of the date of this Lease. 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, and Tenant shall execute such guaranty or other agreement as Landlord shall reasonably request to confirm such liability.
Qualified Tenant Affiliate means a corporation or other entity which (A) results from a merger with Tenant or which acquires all or substantially all of the business and assets (or stock) of Tenant and which has a net worth and general creditworthiness immediately after the merger at least equal to or greater than Five Hundred Million Dollars ($500,000,000), or (B) shall Control, be Controlled by or be under common Control with Tenant, including, without limitation, any parent corporation Controlling Tenant or any subsidiary that Tenant Controls and which (1) is of a type and quality consistent with the first-class nature of the Building, (2) has the financial capacity and creditworthiness to undertake and perform the obligations of this Lease or the sublease, and (3) is not a party by whom any suit or action could be defended on the ground of sovereign immunity.
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 any entity which, directly and indirectly, controls or is controlled by or is under common control with Tenant; and (II) the terms “control”, “controlling” and “controlling amount” shall mean the direct or indirect possession of the power to direct or cause the direction of the management or policies of an entity or a person or the disposition of its assets or properties or the operation or conduct of its business or affairs, whether through ownership, voting or management rights, by contract, arrangement or understanding, or otherwise. In no event shall the trading of Tenant’s stock on a publicly-traded exchange be deemed an assignment of this Lease.
Qualified Tenant Affiliate is deemed to mean any entity which 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 assets of Tenant.
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.