Common use of Affiliated Companies/Restructuring of Business Organization Clause in Contracts

Affiliated Companies/Restructuring of Business Organization. Any contrary provision of this Article 11 notwithstanding, the assignment by Tenant of all of its rights under this Lease or the subletting by Tenant of all or any portion of the Premises to (i) a parent or subsidiary of Tenant, (ii) any person or entity which controls, is controlled by or under common control with Tenant, (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, (iv) any entity into which Tenant is merged or consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant, or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (vi) being sometimes hereinafter referred to as “Affiliates”) shall not be deemed a Transfer under this Article 11 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, and shall not have any rights or remedies under or with respect to Section 11.4(iii) below (and no other right of recapture) in connection therewith, provided that:

Affiliated Companies/Restructuring of Business Organization. Any Notwithstanding anything to the contrary provision contained in this Lease, occupancy of all or part of the Premises by a parent, subsidiary, affiliated companies of Lessee or of Lessee’s parent or of Lessee’s subsidiary or any direct or indirect transfer of any portion of Lessee’s corporate stock, or issuance of additional stock or securities, shall not be deemed an assignment or subletting requiring Lessor’s consent herein provided that any such affiliated companies were not formed as a subterfuge to avoid the obligations of this Article 11 notwithstanding12. Furthermore, without limiting the assignment generality of the foregoing, and notwithstanding anything to the contrary contained herein, Lessee may assign the Lease at any time, or sublease all or part of the Premises, without receipt of Lessor’s consent, but upon prior written notice to Lessor, to the “Merger Entity” (as defined in Section 2.3 above) or any entity which acquires Lessee, or which is acquired by Tenant Lessee, or which is controlled directly or indirectly by Lessee, or which entity controls, directly or indirectly, Lessee Lessor’s (Landlord’s) initials Lessee’s (Tenant’s) initials (collectively, “Affiliate”), or which owns or is owned by the Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of all of its rights under the Lease. In addition to the foregoing, and notwithstanding anything to the contrary contained herein, Lessee shall have the right to assign this Lease or the subletting by Tenant of sublease all or any portion of the Premises without receipt of Lessor’s prior consent to (i) a parent or subsidiary of Tenant, (ii) any person or entity which controls, is controlled by or under common control with Tenant, (iiia) any entity which purchases all resulting from a merger or substantially all of the assets consolidation or stock of Tenant, (ivb) any entity into which Tenant is merged or consolidatedsucceeding to the business and assets of Lessee. Notwithstanding anything to the contrary contained in this Lease, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with Tenant, or (vi) the temporary use or occupancy of portions of the Premises by a party or parties in connection with the transaction of [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (vi) being sometimes hereinafter referred to as “Affiliates”) shall not be deemed a Transfer under this Article 11 and thus shall not be subject to Landlord’s prior consent, and Landlord Lessor shall not be entitled to any Net Rental Profit resulting therefrom, and shall not have any rights or remedies under or with respect to Section 11.4(iii) below (and no other right portion of recapture) the consideration received by Lessee in connection therewithwith any assignment, provided that:subletting, transfer, merger or other transfer contemplated by this Section 12.5 and in no event shall any such amounts be deemed to be Profits.

Affiliated Companies/Restructuring of Business Organization. Any contrary provision Occupancy of all or part of the Premises by parent, subsidiary, or affiliated companies of Tenant shall not be deemed an assignment or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the obligation of this Article 11 notwithstandingARTICLE 11. If Tenant is a corporation which is not traded publicly on the national stock exchange, unincorporated association, trust or general or limited partnership, then the assignment by Tenant sale, assignment, transfer or hypothecation of all any shares, partnership interest, or other ownership interest of its rights under this Lease such entity which from time to time in the aggregate exceeds fifty percent (50%) of the total outstanding shares, partnership interests or ownership interests of such entity or which effects a change in the management or control of Tenant, or the subletting by dissolution, merger, consolidation, or other reorganiza tion of such entity, or the sale, assignment, transfer or hypothecation of more than fifty percent (50%) of the value of the assets of such entity, shall be deemed an assignment subject to the provisions of this ARTICLE 11. Notwithstanding the foregoing, Tenant of shall have the right, without Landlord’s prior written consent thereto, to sublease all or any portion of the Premises or to assign the Lease to (ia) any parent company, (b) a parent company with which Tenant shall have a “Teaming” or subsidiary of Tenant, other business relationship (iias long as Tenant shall occupy at least seventy-five percent (75%) any person or entity which controls, is controlled by or under common control with Tenant, (iii) any entity which purchases all or substantially all of the assets or stock of Tenant, (iv) any entity into which Tenant is merged or consolidated, (v) any entity which results from the merger or consolidation of entities which control, are controlled by or under common control with TenantPremises), or (vic) an entity that is the temporary use result of a merger or occupancy of portions acquisition, as long as notice thereof shall have been provided by Tenant to Landlord as soon as reasonably practicable, but in any event no later than fifteen (15) days prior to the effective date of the Premises by a party or parties in connection with the transaction of [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. business with Tenant or with an entity which is controlled by, controls or is under common control with Tenant (all such persons or entities described in (i), (ii), (iii), (iv), (v) and (vi) being sometimes hereinafter referred to as “Affiliates”) shall not be deemed a Transfer under this Article 11 and thus shall not be subject to Landlord’s prior consent, and Landlord shall not be entitled to any Net Rental Profit resulting therefrom, and shall not have any rights or remedies under or with respect to Section 11.4(iii) below (and no other right of recapture) in connection therewith, provided that:transfer.