Common use of Assignment And Sublease Of Premises Clause in Contracts

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Building or Property. Notwithstanding anything above in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result of a merger, consolidation, nonbankruptcy reorganization or (b) the transfer by Tenant of its interest in this Lease to a purchaser of substantially all the assets of Tenant, provided that the transaction described in the foregoing clauses (a) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment of this Lease. Notwithstanding anything above in this Section 11.1, a sublease or assignment of this Lease to an entity that owns more than fifty-one percent (51%) of the outstanding equity securities of Tenant or that is a wholly-owned subsidiary of Tenant shall not be considered a sublease or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in writing of the proposed sublease or assignment at least ten (10) days before the transfer is to occur.

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any subleasesublease of the Premises or any portion thereof, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received Landlord’s 's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Building or Property. Notwithstanding anything above in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result of a mergerAny dissolution, consolidation, nonbankruptcy merger or other reorganization of Tenant, or any series of one or more of such related events, involving in the aggregate a change of fifty percent (b50%) or more in the transfer by Tenant beneficial ownership of its interest in this Lease to a purchaser Tenant, or any sale of all or substantially all of the assets of Tenant, provided that the transaction described in the foregoing clauses (a) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoing, Landlord's consent shall not in any event be required for (i) an initial public offering of the common stock of Tenant, or for any stock transfer or conversion in connection with any such initial public offering; (ii) any merger, consolidation or other reorganization, or any sale of substantially all of the assets of Tenant, PROVIDED that (x) the net worth of the surviving entity or transferee is equal to or greater than that of Tenant immediately prior to the applicable transaction, (y) Tenant gives Landlord prior or concurrent written notice of the applicable transaction, and (z) the surviving entity or transferee expressly assumes in writing, for the benefit of Landlord, Tenant's remaining obligations under this Lease. Notwithstanding anything above in this Section 11.1, a sublease ; and/or (iii) any sale or assignment of this Lease to an entity that owns more than fifty-one percent (51%) transfer of the outstanding equity securities stock of Tenant Tenant, other than pursuant to a dissolution, consolidation, merger, reorganization or that is a wholly-owned subsidiary sale of Tenant shall not be considered a sublease or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in writing of the proposed sublease or assignment at least ten (10) days before the transfer is to occursubstantially all assets as specifically described above.

Assignment And Sublease Of Premises. Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received Landlord’s 's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Building or Property. Notwithstanding anything above in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result of a mergerAny dissolution, consolidation, nonbankruptcy merger or other reorganization or (b) the transfer by Tenant of its interest in this Lease to a purchaser of substantially all the assets of Tenant, provided that or any sale or transfer of the transaction described stock of or other interest in Tenant, or any series of one or more of such events, involving in the foregoing clauses aggregate a change of fifty percent (a50%) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment or more in the beneficial ownership of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer or its assets shall be deemed to be an assignment hereunder and shall be void without the prior written consent of this LeaseLandlord as required above. Notwithstanding anything above in this Section 11.111.1 to the contrary, a sublease or assignment of Tenant may assign this Lease or sublet the Premises, in whole or in part, without Landlord's consent (but with prior or concurrent written notice to an Landlord), to (a) any subsidiary, division or other entity that owns more than fifty-one percent controlled by, controlling or under common control with Tenant, or (51%b) any entity or person which is the successor to Tenant by merger, consolidation or nonbankruptcy reorganization or which acquires substantially all of the outstanding equity securities assets of Tenant's business conducted in the Premises, provided in each such instance that any such assignee or successor assumes in full, in writing and for the benefit of Landlord, the obligations of Tenant under this Lease and that the net worth of the assignee or successor immediately after the applicable transfer is equal to or greater than that is a wholly-owned subsidiary of Tenant shall not be considered a sublease immediately prior to the applicable transfer. In addition, no sale or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in writing transfer of the proposed sublease capital stock of Tenant in connection with any initial public offering of Tenant's stock or assignment at least ten (10) days before through the facilities of any public securities exchange shall be deemed to be an assignment, subletting or other transfer is to occurof the Lease, the Premises or any interest therein.

Assignment And Sublease Of Premises. Tenant shall not have the ----------------------------------- right or power to assign its interest in this Lease, or make any sublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received Landlord’s 's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s 's use of the balance of the Building or Property. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant or its assets shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding the foregoing or anything above in this Section 11.111.1 to the contrary, Tenant may assign this Lease or sublet the Premises, in whole or in part, without Landlord's consent (but with prior or concurrent written notice to Landlord), to (a) any entity controlled by, controlling or under common control with Tenant, including any entity resulting from a transfer reincorporation of Tenant’s interest Tenant in this Lease that occurs as a result of a mergeranother state, consolidation, nonbankruptcy reorganization or (b) the transfer any entity or person which acquires by Tenant of its interest in this Lease to a purchaser of merger, consolidation or otherwise substantially all of the assets of Tenant, provided that any such assignee assumes in full, in writing and for the transaction described in benefit of Landlord, the foregoing clauses (a) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment obligations of Tenant under this Lease if and that the net worth of Tenant’s successor-in-interest the assignee is equal to this Lease on the date of the transfer is no less or greater than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment of this Lease. Notwithstanding anything above in this Section 11.1, a sublease or assignment of this Lease to an entity that owns more than fifty-one percent (51%) of the outstanding equity securities of Tenant or that is a wholly-owned subsidiary of Tenant immediately prior to the applicable transfer. In addition, Landlord's consent shall not be considered required for a sublease sale or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in writing transfer of the proposed sublease capital stock of Tenant (x) if such sale or assignment at least ten transfer occurs in connection with a bona fide financing or capitalization for the benefit of Tenant and does not constitute part of a dissolution, consolidation, merger or reorganization of Tenant as specifically described above, or (10y) days before the transfer is to occurduring any period in which Tenant has a class of publicly traded stock.

Assignment And Sublease Of Premises. (a) Except as otherwise expressly provided herein, Tenant shall not have the right or power to assign its interest in this Lease, or make any sublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received Landlord’s 's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s 's use of the balance of the Building or Property. Notwithstanding anything above in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result of a mergerAny dissolution, consolidation, nonbankruptcy merger or other reorganization or (b) the transfer by Tenant of its interest in this Lease to a purchaser of substantially all the assets of Tenant, provided that or any sale or transfer of the transaction described stock of or other interest in Tenant, or any series of one or more of such events, involving in the foregoing clauses aggregate a change of fifty percent (a50%) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment or more in the beneficial ownership of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer or its assets shall be deemed to be an assignment hereunder and shall be void without the prior written consent of this LeaseLandlord as required above. Notwithstanding anything above in this Section 11.1the foregoing provisions, a sublease or assignment of however, Tenant shall have the right to assign this Lease and/or to an entity that owns more than fifty-one percent (51%) sublet all or any portion of the outstanding equity securities Premises without the prior written consent of Tenant Landlord (but with prior or concurrent written notice to Landlord), subject only to the provisions of Section 11.2(a) below and not to the provisions of Section 11.2(b) or (c) below, to (i) any corporation or other entity that is a wholly-owned parent, subsidiary or affiliate of Tenant, or that controls, is controlled by or is under common control with Tenant; (ii) any corporation or other entity that is a successor (immediate or remote) to the initial Tenant shall not be considered a sublease named herein by merger or assignment for purposes consolidation in accordance with applicable law; or (iii) any purchaser of this Section 11.1 provided that Tenant notifies Landlord in writing all or substantially all of the proposed sublease assets or assignment at least ten (10) days before substantially all of the transfer is to occurvoting stock and equity interests in Tenant.

Assignment And Sublease Of Premises. Except in the case of a Permitted Transfer, Tenant shall not have the right or power to assign its interest in this Lease, or make any subleasesublease of the Premises or any portion thereof, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported sublease or assignment of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such consent is required hereunder) shall be void. Without limiting the generality of the foregoingforegoing provisions, Landlord may withhold consent to any proposed subletting or assignment solely on the ground ground, if applicable, that the use by the proposed subtenant or assignee is reasonably likely to be materially incompatible with Landlord’s use of the balance of the Building or Property, unless the proposed use is within the permitted uses specified in Section 10.1, in which event it shall not be reasonable for Landlord to object to the proposed use. Notwithstanding anything above Except in this Section 11.1, (a) a transfer of Tenant’s interest in this Lease that occurs as a result the case of a mergerPermitted Transfer, any dissolution, consolidation, nonbankruptcy merger or other reorganization of Tenant, or (b) the any sale or transfer by Tenant of its interest in this Lease to a purchaser of substantially all of the stock or assets of TenantTenant in a single transaction or series of related transactions, provided that the transaction described in the foregoing clauses (a) and (b) is not consummated primarily to transfer this Lease, shall not be considered an assignment of this Lease if the net worth of Tenant’s successor-in-interest to this Lease on the date of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment hereunder and shall be void without the prior written consent of this LeaseLandlord as required above. Notwithstanding anything above in this Section 11.1the foregoing, a sublease (i) no issuance or assignment sale of Tenant’s capital stock through any public securities exchange nor any other issuance of Tenant’s capital stock for bona fide financing purposes shall be deemed to be an assignment, subletting or transfer hereunder or require Landlord’s consent hereunder; and (ii) Tenant shall have the right to assign this Lease or sublet the Premises or any portion thereof, without Landlord’s consent (but with prior or concurrent written notice by Tenant to an Landlord), to any Affiliate of Tenant, or to any entity that owns more than fifty-one percent (51%) which results from a merger or consolidation with Tenant, or to any entity which acquires all or substantially all of the outstanding equity securities stock or assets of Tenant or that is as a wholly-owned subsidiary going concern (hereinafter each a “Permitted Transfer”). For purposes of the preceding sentence, an “Affiliate” of Tenant shall not be considered a sublease or assignment for purposes of this Section 11.1 provided that mean any entity in which Tenant notifies Landlord in writing of the proposed sublease or assignment owns at least ten a fifty percent (1050%) days before equity interest, any entity which owns at least a fifty percent (50%) equity interest in Tenant, and/or any entity which is related to Tenant by a chain of ownership interests involving at least a fifty percent (50%) equity interest at each level in the transfer is chain. Landlord shall have no right to occur.terminate this Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer. Except as expressly set forth in this

Assignment And Sublease Of Premises. Tenant shall not have the right or power ?????? to assign its interest in this Lease, or make any sublease, nor shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheldwithheld or delayed. Any purported sublease or assignment of Tenant’s 's interest in this Lease requiring but not having received receive Landlord’s 's consent thereto shall be void. Without limiting the generality of the foregoing, Landlord may withhold consent to any proposed subletting or assignment solely on the ground that the use by the proposed subtenant or assignee is reasonably likely to be incompatible with Landlord’s 's use of the balance of the Building or Property. Any dissolution, consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock of or other interest in Tenant, or any series of one or more of such events, involving in the aggregate a change of fifty percent (50%) or more in the beneficial ownership of Tenant or its assets shall be deemed to be an assignment hereunder and shall be void without the prior written consent of Landlord as required above. Notwithstanding anything above in any other provisions of this Section 11.1, Landlord's written consent shall not be required for (a) any assignment or sublease by Tenant to a transfer parent, subsidiary or affiliate of Tenant’s interest , provided that Tenant provides Landlord with prior written notice of such assignment or sublease, that the assignee (if applicable) shall expressly assume in writing, for the benefit of Landlord, the obligations of Tenant under this Lease Lease, and that occurs as a result all other provisions of a merger, consolidation, nonbankruptcy reorganization this Article 11 shall remain applicable to such assignment or sublease; or (b) the transfer by any consolidation, merger or other reorganization of Tenant of its interest in this Lease to a purchaser or sale of substantially all of the stock or assets of Tenant, provided that the transaction described successor (if a different legal entity from Tenant) or asset purchaser shall expressly assume in writing, for the foregoing clauses (a) and (b) is not consummated primarily to transfer benefit of Landlord, the obligations of Tenant under this Lease, that such successor or asset purchaser shall have a net worth and net current assets (each determined in accordance with generally accepted accounting principles) not be considered an assignment materially less than those of Tenant both at the execution of this Lease if and immediately prior to the net worth applicable transaction, that all other provisions of Tenant’s successor-in-interest this Article 11 shall remain applicable to this Lease on the date parties to such transaction and that Tenant 21 shall provide Landlord with prior written notice of the transfer is no less than Tenant’s net worth the day before the transfer; provided however, that if Tenant does not notify transaction and with evidence reasonably satisfactory to Landlord in writing of the proposed transfer at least ten (10) days before the transfer is to occur, the transfer shall be deemed to be an assignment of this Lease. Notwithstanding anything above in this Section 11.1, a sublease or assignment of this Lease to an entity that owns more than fifty-one percent (51%) satisfaction of the outstanding equity securities of Tenant or that is a wholly-owned subsidiary of Tenant shall not be considered a sublease or assignment for purposes of this Section 11.1 provided that Tenant notifies Landlord in writing of the proposed sublease or assignment at least ten (10) days before the transfer is to occurforegoing conditions.