Common use of Certain Transfers Clause in Contracts

Certain Transfers. The sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IX, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), so long as (i) the net worth of the successor entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger and such reasonable assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a privately held corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXLease, Tenant shall have the right, without obtaining Landlord’s consent shall not be required for the subletting 's consent, (a) to assign this Lease or sublet all or any part of the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the assignment Premises to any entity which controls, is controlled by or under common control with Tenant; (c) to assign this Lease or sublet all or any part of the Premises to an entity into which Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or a portion of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of an entity which acquires all or substantially all of Tenant’s assets 's business (each all of the foregoing, for purposes of this Lease, being defined as a “Permitted Transfer”), "Affiliate") so long as (i) the net worth of the successor entity after such Permitted Transfer merger, assignment or transfer is at least equal to the or greater of the net worth of Tenant as of the execution of this Lease by Landlord or than the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such Permitted Transfertransaction is restricted by securities or other law) such merger, assignment or transfer, written notice of such assignment or merger thereof and such reasonable assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply Section 9.2 and 9.3 (with respect to subleases) shall apply to such Permitted Transfersublease, except for the provisions of assignment, merger or transfer, but Landlord's rights under Section 9.1 which of this Lease shall not applyapply thereto. For purposes of this Section, the term "control" shall mean an equity or ownership interest of fifty percent (50%) or more or the ability whether by ownership of shares or other equity interest, by agreement or otherwise, to elect a majority of the directors in the case of a corporation, or if not a corporation, to make management decisions on behalf of the entity.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease or the subletting of all or any portion of the Premises to (i) a subsidiary, affiliate, division or corporation any entity controlling, controlled by or under common control with or controlled by with, Tenant, (ii) or as a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser result of the sale of all or substantially all of Tenant’s assets business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (each of the foregoingcollectively, a “Permitted Transfer”), so long as (i) in the case of an assignment of this Lease, the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such Permitted Transfer and such assignment or merger and such reasonable assignment sublease documentation and other information as Landlord may request reasonably require in connection therewith, and (iii) all of the other terms and requirements of this Article Sections 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting assignment of the Premises this Lease as a result of a merger by Tenant with or into another entity or for the assignment of this Lease to (i) a subsidiaryany parent, affiliatewholly-owned subsidiary or other entity controlled by, division controlling or corporation controlling, under common control with or controlled by Tenant, Tenant (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoingcollectively, a “Permitted Transfer”” herein), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of this Article Section 9.1) shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease: (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, or (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership that results in a change of control of such entity. Notwithstanding the aggregate foregoing, occupancy of twenty-five percent (25%) (except for publicly traded shares all or part of stock constituting the Premises by a transfer of twenty-five percent (25%) corporate parent, subsidiary, or more in the aggregate, so long as no change in the controlling interest affiliated companies of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions or of this Article; provided, however, that the original issuance Tenant's parent or of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, 's subsidiary shall not be deemed an assignment within or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the meaning and provisions obligations of this Article or require Landlord’s consentIX. Notwithstanding Furthermore, without limiting the foregoing or anything to the contrary contained in this Article IX, Landlord’s consent shall not be required for the subletting generality of the Premises or foregoing, Tenant may assign the assignment of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganizationat any time, or (iii) a purchaser sublease all or part of the Premises, without receipt of Landlord's consent, to any entity which acquires all or substantially all of Tenant’s assets 's business, or which is acquired in whole or in part by Tenant, or which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (each of "AFFILIATE"), or which owns or is owned by the foregoing, a “Permitted Transfer”)Affiliate, so long as such transaction was not entered into as a subterfuge to avoid the obligations and restrictions of this Lease. In connection with any such transfer to an Affiliate, (i) if Tenant does not survive and remain in existence after such transfer, the net worth of the successor entity after such Permitted Transfer transfer is at least equal to the greater lower of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfertransfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, transfer; (ii) Tenant shall provide to Landlord, prior to such Permitted Transfertransfer, written notice of such assignment or merger transfer and such reasonable assignment documentation and other information as Landlord may reasonably request in connection therewith, therewith and (iii) all of the other terms and requirements of this Article shall apply with respect to such Permitted Transferassignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to reflect the addition, except for withdrawal or change in ownership interests of the provisions shareholder employees of Section 9.1 which Tenant shall not applybe deemed an assignment or other transfer of Tenant's interest in this Lease.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof, or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant's parent company or a merger by Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) into another entity or a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all reorganization of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such assignment merger or merger reorganization and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Articlecontrol of Tenant, including, without limitation, change of control of Tenant’s parent company or a Permitted Transfer by Tenant or its parent company; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, this provision shall not be deemed apply to an assignment within initial public offering of the meaning and provisions securities of this Article Tenant or require Landlord’s consentif Tenant is a publicly traded company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) or a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser sublease of all or substantially all of Tenant’s assets (each a portion of the foregoingPremises to an “Affiliate” (as hereinafter defined) of Tenant (collectively, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment Permitted Transfer or merger reorganization and such reasonable assignment documentation and other information as Landlord may request reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of this Article Section 9.1) shall apply with respect to such Permitted Transfer. An “Affiliate” means any entity that (i) controls, except for is controlled by, or is under common control with Tenant, (ii) results from the provisions transfer of Section 9.1 which shall not applyall or substantially all of Tenant’s assets or stock, (iii) results from the merger or consolidation of Tenant with another entity, or (iv) succeeds to all or substantially all of the business and assets of Tenant. For purposes of the foregoing sentence, “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the ordinary discretion of the entity’s affairs.

Certain Transfers. The sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) or more (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting of the Premises or the assignment of this Lease any Transfer to an "Affiliate" (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoing, a “Permitted Transfer”as defined below), so long as (i) the net worth of the successor entity transferee after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Transfer and such reasonable assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such Permitted Transfer. As used herein, except for Tenant's "Affiliate" shall be defined as (i) a corporation into or with which Tenant is merged or consolidated; (ii) a corporation into which all or substantially all of Tenant's assets are transferred; (iii) any corporation or other entity which controls or is controlled by Tenant; or (iv) a corporation controlled by Tenant's parent corporation to the provisions of Section 9.1 which shall not applysame extent as Tenant is controlled by such parent corporation.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in excess of fifty percent (50%) in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five in excess of fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; provided, however, that the original issuance control of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, into another entity or a reorganization of Tenant (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoingcollectively, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request reasonably require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IX, foregoing: (A) Landlord’s consent shall not be required for the subletting of all or any portion of the Premises to any entity controlling, under common control with, or controlled by Tenant (a “Tenant Affiliate”), and (B) Landlord’s consent shall not be required for the assignment of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganizationTenant Affiliate, or (iii) as a purchaser result of a sale of all or substantially all of Tenant’s assets (each assets, the sale of the foregoingcapital stock of Tenant, or as the result of a merger by Tenant with or into another entity or a reorganization of Tenant (a “Permitted Transfer”), so long as (i) the net worth of the Tenant Affiliate or of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) a subsidiary, affiliate, division or corporation any entity controlling, controlled by or under common control with or controlled by with, Tenant, (ii) or as a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser result of the sale of all or substantially all of Tenant’s assets business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (each of the foregoingcollectively, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Sections 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a privately held corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXLease, Tenant shall have the right, without obtaining Landlord’s consent shall not be required for the subletting 's consent, (a) to assign this Lease or sublet all or any part of the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the assignment Premises to any entity which controls, is controlled by or under common control with Tenant; (c) to assign this Lease or sublet all or any part of the Premises to an entity into which Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or a portion of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of an entity which acquires all or substantially all of Tenant’s assets 's business (each all of the foregoing, for purposes of this Lease, being defined as a “Permitted Transfer”), "Affiliate") so long as (i) the net worth of the successor entity after such Permitted Transfer merger, assignment or transfer is at least equal to the or greater of the net worth of Tenant as of the execution of this Lease by Landlord or than the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such Permitted Transfertransaction is restricted by securities or other law) such merger, assignment or transfer, written notice of such assignment or merger thereof and such reasonable assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply Section 9.2 and 9.3 (with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not apply.to

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) into another entity or a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all reorganization of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such assignment merger or merger reorganization and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease: (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business) or, or (b) if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership that results in a change of control of such entity. Notwithstanding the aggregate foregoing, occupancy of twenty-five percent (25%) (except for publicly traded shares all or part of stock constituting the Premises by a transfer of twenty-five percent (25%) corporate parent, subsidiary, or more in the aggregate, so long as no change in the controlling interest affiliated companies of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions or of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent or to immediate family members of existing shareholders, including by reason of gift or death, Tenant’s subsidiary shall not be deemed an assignment within or subletting provided that such parent, subsidiary or affiliated companies were not formed as a subterfuge to avoid the meaning and provisions obligations of this Article IX. Furthermore, without limiting the generality of the foregoing, Tenant may assign the Lease at any time, or require sublease all or part of the Premises, without receipt of Landlord’s consent. Notwithstanding the foregoing or anything , to the contrary contained in this Article IX, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) a subsidiary, affiliate, division or corporation controlling, under common control with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of any entity which acquires all or substantially all of Tenant’s assets business, or which is acquired in whole or in part by Tenant, or which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (each of the foregoing, a “Permitted TransferAffiliate”), 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 this Lease. In connection with any such transfer to an Affiliate, (i) if Tenant does not survive and remain in existence after such transfer, the net worth of the successor entity after such Permitted Transfer transfer is at least equal to the greater lower of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfertransfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, transfer; (ii) Tenant shall provide to Landlord, prior to such Permitted Transfertransfer, written notice of such assignment or merger transfer and such reasonable assignment documentation and other information as Landlord may reasonably request in connection therewith, ; and (iii) all of the other terms and requirements of this Article shall apply with respect to such Permitted Transferassignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to reflect the addition, except for withdrawal or change in ownership interests of the provisions shareholder employees of Section 9.1 which Tenant shall not applybe deemed an assignment or other transfer of Tenant’s interest in this Lease.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentstock. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting a transfer to any affiliate of the Premises or Tenant, nor to the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) into another entity or a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all reorganization of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization (unless applicable law precludes such disclosure in which case it shall be made promptly following the merger), (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such assignment merger or merger reorganization and such reasonable assignment documentation and other information as Landlord may request require in connection therewiththerewith (unless applicable law precludes such disclosure in which case it shall be made promptly following the merger), and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The Except as otherwise described herein, the following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to: (A) an entity resulting from a merger or consolidation of Tenant with or into another entity or a reorganization of Tenant, (B) Any entity succeeding to the business and assets of Tenant, (iC) a subsidiary, affiliate, division or corporation any entity controlling, controlled by, or under common control with or controlled by TenantTenant (collectively, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), ” so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for assignment. Notwithstanding the foregoing provisions of this Section 9.1 which 9.4, a sale of stock by Tenant in connection with a private equity or venture capital financing shall not applybe considered an assignment requiring advance notice to or approval by Landlord provided the tangible net worth of Tenant is not impaired as a result of such financing and provided further that such financing is not structured as a subterfuge to avoid the obligations and restrictions of this Lease. For the purposes of this Section 9.4, “tangible net worth” means stockholders equity as shown on a financial statement prepared in accordance with GAAP less the amounts shown on such statement as goodwill and other intangible assets.

Certain Transfers. The sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) thereof shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoing, a “Permitted Transfer”)into another entity, so long as (i) the net worth of the successor entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger, written notice of such assignment or merger and such reasonable assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment. Notwithstanding anything to the contrary contained in this Lease, Landlord agrees that Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord's consent, to any entity which controls, is controlled by, or is under common control with Tenant, to any entity which results from a merger or consolidation with Tenant, to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the stock or assets of Tenant, (hereinafter each a "Permitted Transfer"); provided, except however, all such activities shall only be allowed to the extent that the assignee or sublessee has a net worth equal to or greater than Tenant. In addition, any sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any BONA FIDE financing or capitalization for the provisions benefit of Section 9.1 which Tenant, or (2) Tenant becomes a publicly traded corporation, or (3) such sale or transfer is made to any publicly traded corporation; provided, however, any such action shall not applyonly be considered a Permitted Transfer if the transfer or sale is to an entity with a net worth equal to or greater than Tenant. Without limiting the generality, of the foregoing, Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from, any Permitted Transfer.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five fifteen percent (2515%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifteen percent (2515%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant's parent company or a merger by Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) into another entity or a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all reorganization of Tenant’s assets (each of the foregoing, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or reorganization, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or reorganization, written notice of such assignment merger or merger reorganization and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements of this Article Section 9.2 and 9.3 shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.

Certain Transfers. The sale of all or substantially all of Tenant’s 's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, a limited liability company, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, limited liability company, association, or partnership in the aggregate of twenty-five fifty percent (2550%) (except for publicly traded shares of stock constituting a transfer of twenty-five fifty percent (2550%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article; provided, however, that the original issuance of shares of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders or to immediate family members of existing shareholders, including by reason of gift or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consent. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s 's consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by Tenant, (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoing, a “Permitted Transfer”)into another entity, so long as (i) the net worth of the successor entity after such Permitted Transfer merger or sale is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfermerger or sale, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfermerger or sale, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfermerger or sale, written notice of such assignment merger or merger sale and such reasonable assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such Permitted Transfer, except assignment. Landlord's consent shall also not be required for the provisions transfer or assignment of Section 9.1 which shall not applyany stock or interest in Tenant made as a result of the death or incapacity of the holder of such stock or interest, or made for estate planning purposes where the initial holder of such stock or interest continues to indirectly hold or control such stock or interest.

Certain Transfers. The following shall be deemed to constitute an assignment of this Lease; (a) the sale of all or substantially all of Tenant’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a corporation, an unincorporated association, a limited liability company or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, limited liability company or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) shall be deemed an assignment within the meaning and provisions any other direct or indirect change of this Article; providedcontrol of Tenant, howeverincluding, that the original issuance without limitation, change of shares control of voting stock to Tenant and/or the transfer of voting shares of stock between Tenant’s existing shareholders parent company or to immediate family members of existing shareholders, including a merger by reason of gift Tenant or death, shall not be deemed an assignment within the meaning and provisions of this Article or require Landlord’s consentits parent company. Notwithstanding the foregoing or anything to the contrary contained in this Article IXforegoing, Landlord’s consent shall not be required for the subletting of the Premises or the assignment of this Lease to (i) as a subsidiary, affiliate, division or corporation controlling, under common control result of a merger by Tenant with or controlled by into another entity, a reorganization of Tenant, or as the result of an initial public offering of stock in Tenant (ii) a successor corporation by merger, consolidation or non-bankruptcy reorganization, or (iii) a purchaser of all or substantially all of Tenant’s assets (each of the foregoingcollectively, a “Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such Permitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to such Permitted Transfer, written notice of such assignment or merger Permitted Transfer and such reasonable assignment documentation and other information as Landlord may request require in connection therewith, and (iii) all of the other terms and requirements Sections 9.2 and 9.3 (but not of Section 9.1) of this Article Lease shall apply with respect to such Permitted Transfer, except for the provisions of Section 9.1 which shall not applyassignment.