Common use of Affiliate Transfer Clause in Contracts

Affiliate Transfer. Notwithstanding the provisions of SECTION 15.01 hereof, Tenant shall have the right, without the prior written consent of Landlord, to assign its entire interest in this Lease to an Affiliate (hereinafter defined) so long as (i) the Affiliate deliver to Landlord, concurrently with such assignment, a written notice of the assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of this Lease applicable to Tenant, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. Further, Tenant shall also have the right, without the prior written consent to Landlord, to sublet all or any portion of the Premises to an Affiliate so long as (i) such sublease satisfies the requirements of this Section, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. No subletting or assignment by Tenant made pursuant to this Section shall relieve Tenant of Tenant's obligations under this Lease. As used herein, the term Affiliate shall mean and collectively refer to (i) a corporation, individual or other entity which owns and controls all of the voting stock of Tenant (if it is a corporation) or controls the day-to-day decision making of Tenant (the "Parent"), or (ii) a corporation in which either the Tenant or its Parent owns and controls all of the voting stock of the corporation and is able to elect (by ownership of stock or proxy) the board of directors and the officers of the corporation, or (iii) an Affiliate of the Parent, and/or (iv) a successor or surviving corporation in the event of a merger, takeover or other form of corporate acquisition of the Tenant. A transfer permitted under this Section will be excluded from the provisions of SECTION 15.02 hereof.

Affiliate Transfer. Notwithstanding the provisions of SECTION 15.01 hereof, Tenant shall have the right, may enter into a Transfer without the Landlord’s consent but with not less than (10) business days prior written consent of Landlord, to assign its entire interest in this Lease to an Affiliate (hereinafter defined) so long as (i) the Affiliate deliver to Landlord, concurrently with such assignment, a written notice of the assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of this Lease applicable to Tenant, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. Further, Tenant shall also have the right, without the prior written consent Notice to Landlord, to sublet an Affiliate, provided that such Transfer is not for the purpose of avoiding liability pursuant to this Lease and that the net worth of its assignee or transferee is at least equal to the net worth of Tenant. Tenant shall provide Landlord with a fully executed instrument of Transfer at least ten (10) business days prior to the effective date of such Transfer. “Affiliate” of Tenant means a person or entity “controlling,” “controlled” by or under common “control” with Tenant, including without limitation any subsidiary or parent company of Tenant. The words “controlling,” “controlled” and “control” shall have the meanings given them under the Securities Exchange Act of 1934, as amended. Landlord shall not have any right to participate in the profit or terminate this Lease in connection with a sublease or assignment to an Affiliate in compliance with the provisions of this Section. For purposes of this Section 10.4, the following transactions shall also be deemed to be transactions with an “Affiliate” (a) an assignment of this Lease or a subletting of all or any portion of the Premises to an Affiliate so long as (i) such sublease satisfies the requirements of this Section, (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. No subletting or assignment by Tenant made pursuant to this Section shall relieve Tenant of Tenant's obligations under this Lease. As used herein, the term Affiliate shall mean and collectively refer to (i) a corporationcorporation resulting from the merger, individual consolidation or other entity which owns and controls all of the voting stock reorganization of Tenant (if it is a or Tenant’s parent corporation with another corporation) or controls the day-to-day decision making of Tenant (the "Parent"), or (ii) a corporation in which either the Tenant or its Parent owns and controls to any entity that acquires all of the voting stock assets of Tenant (provided this Lease shall not then consist of all or substantially all of the corporation and is able assets of Tenant), (b) a transfer or issuance of shares of Tenant in connection with any financing provided to elect (by ownership of stock or proxy) investment made in Tenant or in conjunction with any merger where the board of directors and the officers acquiring company acquires all of the corporationshares of Tenant, or (iiic) an Affiliate the issuance of the Parent, and/or shares of Tenant on any national securities exchange (iv) a successor or surviving corporation as defined in the event Securities Exchange Act of a merger1934, takeover as amended) or (d) the shareholders of Tenant transferring the shares of Tenant which they hold to each other, to their immediately family members, or to any trust or other form estate planning vehicle, or selling or trading the shares of corporate acquisition Tenant on any national securities exchange (as defined in the Securities Exchange Act of the Tenant1934, as amended). A Any such assignment, sublease or transfer permitted under this Section will 10.4 shall nevertheless comply with the remaining terms and conditions set forth in this Article 10 and shall be excluded from the provisions of SECTION 15.02 hereofentered into for a legitimate business purpose and not to evade or avoid liability or Tenant’s obligations under this Lease.

Affiliate Transfer. Notwithstanding the provisions of SECTION Section 15.01 hereof, Tenant shall have the right, without the prior written consent of Landlord, to assign its entire interest in this Lease to an Affiliate (hereinafter defined) so long as (i) the Affiliate deliver delivers to Landlord, concurrently with such assignment, a written notice fully executed original of the assignment and an assumption agreement whereby the Affiliate assumes and agrees to perform, observe and abide by the terms, conditions, obligations and provisions of this Lease applicable to Tenant, Tenant and (ii) the Affiliate has financial credit that is equal to or greater than that of Tenant on the Effective Date, and (iii) the entity remains an Affiliate. Further, Tenant shall also have the right, without the prior written consent to of Landlord, to sublet all or any portion of the Premises to an Affiliate so long as (i) such sublease satisfies the requirements of this Section, (ii) the Affiliate has financial credit contains provisions stating that is equal subject to and subordinate to this Lease and to all matters to which this Lease is or greater than that of Tenant on the Effective Dateshall be subordinate, and (iiiii) the entity remains an Affiliate. No subletting or assignment by Tenant made pursuant to this Section shall relieve Tenant of Tenant's obligations under this Lease. As used herein, the term Affiliate shall mean and collectively refer to (ia) a corporation, individual or other entity which owns and controls all or a majority of the voting stock of Tenant (if it is a corporation) or controls the day-to-day decision making of Tenant (the "Parent"), or (iib) a corporation or other entity in which either the Tenant or its Parent owns and controls all or a majority of the voting stock or ownership interests of the corporation entity and is able to elect (by ownership of stock or proxy) the board of directors and the officers of the corporation, or (iiic) an Affiliate of the Parent, and/or (ivd) a successor or surviving corporation in the event of a merger, takeover or other form of corporate business acquisition of the Tenant. A transfer permitted under this Section will be excluded from the provisions of SECTION Section 15.02 hereof. Tenant shall have the right to sublease up to one-half of one floor of the Premises to PowexXxxxx.xxx, Xxc., a Delaware corporation ("PowerTrust"), provided that PowerTrust meets the definition of Affiliate set forth above at the time the sublease is made and that such sublease satisfies the other requirements set forth in this Section 15.04. The parties agree that the requirement that PowerTrust remain an Affiliate shall not be violated by a spin-off of PowerTrust. No such sublease to PowerTrust shall relieve Tenant of Tenant's obligations under this Lease.