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 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 fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord'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 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor entity after such merger, assignment or transfer is equal to or greater than the net worth of Tenant immediately prior to the date of such merger, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 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 fifty twenty-five percent (5025%) (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 LeaseArticle IX, Tenant Landlord’s consent shall have not be required for the right, without obtaining Landlord's consent, (a) to assign this Lease or sublet all or any part subletting of the Premises to a parent, subsidiary or affiliate the assignment of Tenant; (b) to assign this Lease to (i) a subsidiary, affiliate, division or sublet all or any part of the Premises to any entity which controlscorporation controlling, is controlled by or under common control with or controlled by Tenant; , (cii) to assign this Lease a successor corporation by merger, consolidation or sublet all or any part of the Premises to an entity into which Tenant is merged or by which it has been acquired; non-bankruptcy reorganization, or (diii) to assign or sublet all or a portion purchaser of this Lease to an entity which acquires all or substantially all of Tenant's business ’s assets (all each of the foregoing, for purposes of this Leasea “Permitted Transfer”), being defined as a "Affiliate") so long as (i) the net worth of the successor entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such assignment or merger 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 Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply to such subleasePermitted Transfer, assignment, merger or transfer, but Landlord's rights under except for the provisions of Section 9.1 of this Lease which shall not apply 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 entityapply.

Certain Transfers. The sale i. If at any time Tenant’s interest in this Lease is held by a corporation, trust, partnership, limited liability company or other entity, the transfer of all a controlling interest in or substantially all of Tenant's assets the voting stock, beneficial interests, partnership interests, membership interests or other ownership interests therein (other than bulk sales whether at one time or 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 fifty percent (50%aggregate) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, and shall require Landlord’s prior written consent, which consent shall be subject to the standard set forth in Section 5.1.1 above. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another corporation, the voting stock of which is so listed. For the purposes hereof, a “controlling interest” shall mean any transfer that results in the change (whether at one time or in the aggregate) in the effective control over the management of such entity. ii. To enable Landlord to determine the ownership of Tenant, Tenant agrees to furnish to Landlord, from time to time promptly after Landlord’s request therefor, (i) if the next to last sentence of subsection 5.3.1 if applicable, proof of listing on a recognized security exchange, or (ii) if the last sentence of subsection 5.3.1 is not applicable, an accurate and complete listing of the holders of its stock, beneficial interests, partnership interests, membership interests or other ownership interests therein as of such request and as of the date of this Lease. Landlord shall use reasonable efforts to keep confidential any information received by Landlord pursuant to this Section 5.3, provided, however, that Landlord shall have the rightright to disclose any such information to existing or prospective mortgagees, without obtaining Landlord's consentor prospective purchasers of the Building. iii. Notwithstanding any other provision of this Section, transactions with an entity (i) into or with which Tenant is merged or consolidated, (aii) to assign this Lease or sublet which substantially all or any part of the Premises to a parent, subsidiary or affiliate of Tenant; ’s assets are transferred as a going concern, or (biii) to assign this Lease which controls or sublet all or any part of the Premises to any entity which controls, is controlled by Tenant or is under common control with Tenant; , shall not be deemed to be an assignment or subletting within the meaning of this Section, provided that in any of such events (c1) Landlord receives prior written notice of any such transactions, (2) the assignee or subtenant agrees directly with Landlord, by written instrument in form reasonably satisfactory to assign Landlord, to be bound by all the obligations of Tenant hereunder including, without limitation, the covenant against further assignment and subletting, (3) in no event shall Tenant be released from its obligations under this Lease, (4) any such transfer or transaction is for a legitimate, regular business purpose of Tenant other than a transfer of Tenant’s interest in this Lease, and (5) the involvement by Tenant or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or sublet all or any part Tenant’s assets occurs, will not result in a reduction of the Premises “Net Worth” of Tenant (or its successor) as hereinafter defined, by an amount equal to an entity into which such Net Worth of Tenant as it is merged or represented to Landlord at the time of the execution by which it has been acquired; or (d) to assign or sublet all or a portion Landlord of this Lease Lease, or as it exists immediately prior to an entity which acquires all said transaction or substantially all transactions constituting such reduction, at whichever time said Net Worth of Tenant's business (all Tenant was or is greater. “Net Worth” of the foregoing, Tenant for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor entity after such merger, assignment or transfer is equal to or greater than section shall be the net worth of Tenant immediately prior (excluding any guarantors) established under generally accepted accounting principles consistently applied. The transactions described in this Section 5.3.3 are referred to as “Permitted Transfers” and the date assignees of such merger, assignment or transfer; (ii) Tenant shall provide transactions are referred to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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“Permitted Transferees”.

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 privately held 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 fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control 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 this provision shall be deemed not apply to an assignment within initial public offering of the meaning and provisions securities of this ArticleTenant or if Tenant is a publicly traded company. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant Landlord’s consent shall have not be required for the right, without obtaining Landlord's consent, (a) to assign assignment of this Lease or sublet a sublease of 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 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 portion of the Premises to an entity into which “Affiliate” (as hereinafter defined) of Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or collectively, a portion of this Lease to an entity which acquires all or substantially all of Tenant's business (all of the foregoing“Permitted Transfer”), for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth “Net Worth” (as hereinafter defined) of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth Net Worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer or reorganization and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply theretoPermitted Transfer. 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.“Net Worth” means tangible net worth

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 ’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a privately held 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 fifty twenty-five percent (5025%) (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) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be deemed an required for the assignment within the meaning and provisions of this Article. Notwithstanding anything 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 contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord's consentbusiness and assets of Tenant, (aC) 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 Premises to any entity which controlscontrolling, is controlled by by, or under common control with Tenant; 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoingcollectively, for purposes of this Lease, being defined as a "Affiliate") “Permitted Transfer” so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 merger or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferreorganization, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 . Notwithstanding the foregoing provisions of this Lease Section 9.4, a sale of stock by Tenant in connection with a private equity or venture capital financing shall not apply theretobe 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 SectionSection 9.4, “tangible net worth” means stockholders equity as shown on a financial statement prepared in accordance with GAAP less 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 amounts shown on such statement as goodwill and 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 entityintangible assets.

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 privately held 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 fifty percent (50%) all or part of the Premises by a corporate parent, subsidiary, or affiliated companies of Tenant or of Tenant’s parent or of Tenant’s subsidiary shall not be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign this Lease or sublet all or any part of the Premises to a subletting provided that such parent, subsidiary or affiliate affiliated companies were not formed as a subterfuge to avoid the obligations of Tenant; (b) to this Article IX. Furthermore, without limiting the generality of the foregoing, Tenant may assign this the Lease at any time, or sublet sublease all or any part of the Premises Premises, without receipt of Landlord’s consent, 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 an entity which acquires all or substantially all of Tenant's business ’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 (all of “Affiliate”), or which owns or is owned by the foregoingAffiliate, for purposes 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, being defined as a "Affiliate") so long as (i) if Tenant does not survive and remain in existence after such transfer, the net worth of the successor entity after such merger, assignment or transfer is at least equal to the lower of the net worth of Tenant as of the execution of this Lease by Landlord or greater than the net worth of Tenant immediately prior to the date of such mergertransfer, assignment or evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof of such transfer and such assignment documentation and other information as Landlord may reasonably request in connection therewith, ; and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply such assignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to such subleasereflect the addition, assignment, merger withdrawal or transfer, but Landlord's rights under Section 9.1 change in ownership interests of this Lease the shareholder employees of Tenant shall not apply thereto. For purposes of this Section, the term "control" shall mean be deemed an equity or ownership interest of fifty percent (50%) or more or the ability whether by ownership of shares assignment or other equity interest, by agreement or otherwise, to elect a majority transfer of the directors Tenant’s interest in the case of a corporation, or if not a corporation, to make management decisions on behalf of the entitythis 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 privately held 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 fifty twenty-five percent (5025%) shall be deemed an assignment within (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the meaning and provisions aggregate, so long as no change in the controlling interest of this ArticleTenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding anything to the contrary contained in this Lease, Tenant foregoing: (A) Landlord’s consent shall have not be required for the right, without obtaining Landlord's consent, (a) to assign this Lease or sublet subletting of 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 portion of the Premises to any entity which controlscontrolling, is controlled by or under common control with Tenant; with, or controlled by Tenant (ca “Tenant Affiliate”), and (B) to assign this Lease or sublet all or any part of Landlord’s consent shall not be required for 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 assignment of this Lease to an entity which acquires a Tenant Affiliate, or as a result of a sale of all or substantially all of Tenant's business (all ’s assets, the sale of the foregoingcapital stock of Tenant, for purposes or as the result of this Leasea merger by Tenant with or into another entity or a reorganization of Tenant (a “Permitted Transfer”), being defined as a "Affiliate") so long as (i) the net worth of the Tenant Affiliate or of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 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 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 fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord'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 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor entity after such merger, assignment or transfer is equal to or greater than the net worth of Tenant immediately prior to the date of such merger, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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.to

Certain Transfers. The sale 5.3.1. If at any time Tenant’s interest in this Lease is held by a corporation, trust, partnership, limited liability company or other entity, the transfer of all more than 50% of the voting stock, beneficial interests, partnership interests, membership interests or substantially all of Tenant's assets other ownership interests therein (other than bulk sales whether at one time or 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 fifty percent (50%aggregate) shall be deemed an assignment within the meaning and provisions of this ArticleLease, and shall require Landlord’s prior written consent. The foregoing provisions shall not be applicable so long as the Tenant is a corporation, the outstanding voting stock of which is listed on a recognized security exchange, or if at least 80% of its voting stock is owned by another corporation, the voting stock of which is so listed. 5.3.2. Notwithstanding anything to the contrary contained in this LeaseSection 5, Tenant shall have the right, without obtaining Landlord's consent, (a) to may assign this Lease without Landlord’s consent and without extending any recapture or sublet all termination option to Landlord and without any obligation to share any rent or any part of the Premises compensation paid to a parentTenant for such transfer, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any corporation or other entity which controls, is controlled by or is under common control with Tenant; (c) , or to assign this Lease any corporation or sublet all other entity which resulting from a merger or consolidation with Tenant, or to any part of the Premises to an entity into which Tenant is merged person or by which it has been acquired; or (d) to assign or sublet all or a portion of this Lease to an entity which acquires all or substantially all of the assets of Tenant's business (all of the foregoing’s business, for purposes of this Lease, being defined as a "Affiliate") so long as provided that (i) the net worth of assignee assumes, in full and in writing, the successor entity after such merger, assignment or transfer is equal to or greater than the net worth obligations of Tenant immediately prior to the date of such mergerunder this Lease, assignment or transfer; (ii) any and all Tenant shall provide to Landlord, defaults are cured prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, transfer and (iii) all the Permitted Use remains unchanged. (a “Permitted Transfer”). To enable Landlord to determine the ownership of ▇▇▇▇▇▇, ▇▇▇▇▇▇ agrees to furnish to Landlord, from time to time promptly after ▇▇▇▇▇▇▇▇’s request therefor, (a) if the last sentence of subsection 5.3.1 is applicable, proof of listing on a recognized security exchange, or (b) if the last sentence of subsection 5.3.1 is not applicable, an accurate and complete listing of the terms holders of its stock, beneficial interests, partnership interests, membership interests or other ownership interests therein as of such request and requirements as of Section 9.2 and 9.3 (with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 the date of this Lease Lease. Landlord shall not apply thereto. For purposes of use reasonable efforts to keep confidential any information received by Landlord pursuant to this SectionSection 5.3, provided, however, that Landlord shall have the term "control" shall mean an equity right to disclose any such information to existing or ownership interest of fifty percent (50%) prospective mortgagees, or more or the ability whether by ownership of shares or other equity interest, by agreement or otherwise, to elect a majority prospective purchasers of the directors in the case of a corporation, or if not a corporation, to make management decisions on behalf of the entityBuilding.

Certain Transfers. The sale (a) It is the intent of all the Parties that Borrower and its Subsidiaries may, in certain cases, sell, swap, exchange, assign, convey, transfer, or substantially all otherwise dispose of Tenant's assets (a “Transfer”) Leases to a third person free of the burden of the ORI and with proportionate reduction of the ORI to the interests retained by Borrower and its Subsidiaries. In connection with the foregoing: (i) With respect to a Transfer of the Leases marked with a number sign (#) on Schedule 4.13 to the Credit Agreement (the “Group 1 Leases”), the ORI shall not burden the Leases (or interests therein) Transferred, or to be Transferred, to a third party, and the ORI shall not be proportionately reduced to the percentage interest in the applicable Leases retained by Borrower and its Subsidiaries; June 26, 2012 (ii) With respect to a Transfer of any Lease (or portion thereof) to Halcon Energy Properties, Inc. (f/k/a RWG Energy, Inc.) (“Halcon”) or its Affiliates, other than bulk sales a Group 1 Lease, whether pursuant to the Eaglebine Agreement or any other agreement (whether or not now in existence) with Halcon and its Affiliates that is similar to the ordinary course Eaglebine Agreement, the ORI shall not burden the Leases (or interests therein) Transferred and, except with respect to any Lease owned by Borrower or any Subsidiary on the date of businessthis Agreement that is not subject to the Eaglebine Agreement, the ORI shall be proportionately reduced to the percentage interest therein retained by Borrower and its Subsidiaries. (iii) orWith respect to a Transfer of any Lease (or portion thereof), if Tenant is other than (A) the Transfer of a privately held corporationGroup 1 Lease or (B) the Transfer of any Lease (or interest therein) to Halcon or its Affiliates as described in Paragraphs 9(a)(ii) and 9(a)(iv), an unincorporated associationthe ORI shall not burden the Leases (or interests therein) Transferred, or a partnershipto be transferred, and the ORI shall be proportionately reduced to percentage interests therein retained by Borrower and its Subsidiaries; provided, however, that, (y) until the occurrence of the Total Return Date, the transferORI shall not be reduced to less than 2.5% of 8/8ths and (z) on and after the occurrence of the Total Return Date, assignment or hypothecation the ORI shall not be reduced to less than 0.25% of 8/8ths. For the avoidance of doubt, in no event shall any stock or interest in such corporation, association, or partnership in the aggregate of fifty percent ORI that has been proportionately reduced pursuant to Paragraph 9(a)(ii) be proportionately reduced pursuant to this Paragraph 9(a)(iii). (50%iv) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Leaseherein, Tenant the ORI shall have the rightnot burden, without obtaining Landlord's consentor be conveyed or conveyable with respect to, (a) to assign this any Lease or sublet all other interest acquired with funds advanced by Halcon or its Affiliates, but shall be conveyed as to any part wellbore interests in such Leases owned by Borrower or its Subsidiaries while any of the Premises Obligations are outstanding (other than customary indemnity obligations with respect to a parent, subsidiary or affiliate of Tenant; which no amounts are currently due). (b) to assign this Lease or sublet all or any part of the Premises to any entity which controlsEach Party shall, 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor entity after such merger, assignment or transfer is equal to or greater than the net worth of Tenant immediately prior to the date of such merger, assignment or transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewithwithout further consideration, and promptly upon request, execute such documents and instruments as may be reasonably requested by the other Party (iii) all of the terms and requirements of Section 9.2 and 9.3 (or, with respect to subleases) shall apply Borrower and its Subsidiaries, any purchaser of the applicable Leases or real property rights (or interests therein)), to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 effectuate the provisions of this Lease shall not apply thereto. For purposes of this Section, the term "control" shall mean an equity or ownership interest of fifty percent Agreement (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 entityincluding Paragraph 9 hereof).

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 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 fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this LeaseArticle IX, Landlord’s consent shall not be required and Tenant shall have the rightmay, without obtaining Landlord's consent’s prior written consent and without constituting an assignment or sublease hereunder, (a) to assign this Lease or sublet all or any part of the Premises or assign the Lease to a parent(A) an entity controlling, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any entity which controls, is controlled by or under common control with Tenant; or controlled by Tenant (c“Affiliate”), (B) a successor entity related to assign this Lease Tenant by purchase, merger, consolidation, nonbankruptcy reorganization, or sublet all or any part of the Premises to an entity into which Tenant is merged or by which it has been acquired; government action, or (dC) to assign or sublet all or a portion purchaser of this Lease to an entity which acquires all or substantially all of Tenant's business ’s assets located in the Premises (all of the foregoing(A), for purposes of this Lease, being defined (B) and (C) are collectively referred to herein as a "Affiliate") “Permitted Transferees” and individually as a “Permitted Transferee” and transfers to such Permitted Transferees shall be collectively referred to herein as “Permitted Transfers”), so long as (i) the net worth of the successor entity after such merger, assignment or transfer Permitted Transferee is at least equal to or greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or transfer; or, in Landlord’s reasonable determination, such Permitted Transferee has sufficient net worth to perform Tenant’s obligations under this Lease, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) such Permitted Transfer. A sale or transfer of Tenant’s capital stock shall apply to such sublease, not be deemed an assignment, merger subletting or transfer, but Landlord's rights under Section 9.1 any other transfer of this Lease shall not apply 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 entityPremises.

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 privately held 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 fifty twenty-five percent (5025%) (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) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant's parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord's consent shall not be deemed an required for the assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, Lease as a result of: (A) a merger by Tenant shall have the right, without obtaining Landlord's consentwith or into another entity or a consolidation or a reorganization of Tenant, (aB) to assign a sale of all or substantially all of the assets or stock of Tenant, or (C) the assignment of this Lease or sublet all or any part of the Premises to a parentan entity controlling, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any entity which controls, is controlled by or under common control with Tenant; 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoingcollectively, for purposes of this Lease, being defined as a "AffiliatePERMITTED TRANSFER") ), so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 entityPermitted 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 privately held 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 fifty twenty-five percent (5025%) shall be deemed an assignment within (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the meaning and provisions aggregate, so long as no change in the controlling interest of this ArticleTenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding anything to the contrary contained in this Leaseabove, Tenant shall have the right, without obtaining Landlord's ’s consent, but upon ten (a10) days prior notice to assign this Lease or Landlord, to (A) 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 Premises to any entity which controlscontrols Tenant, is controlled by Tenant or is under common control with Tenant; Tenant (ccollectively, a “Tenant Affiliate”), (B) to assign its interest under this Lease to a Tenant Affiliate, or sublet all or any part of the Premises to an a successor entity into which or with which Tenant is merged or by which it has been acquired; consolidated or (d) to assign or sublet all or a portion of this Lease to an entity which acquires all or substantially all of Tenant's business ’s assets or property, or (all C) effectuate any public offering of Tenant’s stock on the foregoingNew York Stock Exchange or in the NASDAQ over the counter market (collectively, for purposes a “Permitted Transfer”); provided that in the event of this Leasea Permitted Transfer pursuant to clause (B) above, being defined as a "Affiliate") so long as (i) the net worth of the Tenant Affiliate or successor or reorganized entity after such merger, assignment or transfer Permitted Transfer is at least equal to the greater of the net worth of Tenant as of the execution of this Lease or greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or transfer; (ii) evidence of which, satisfactory to Landlord, shall be presented to Landlord with Tenant’s notice of such Permitted Transfer. Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such mergerPermitted Transfer, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) such Permitted Transfer. Nothing contained in the foregoing is intended to nor shall apply permit Tenant to such sublease, assignment, merger or transfer, but Landlord's rights transfer its interest under Section 9.1 of this Lease shall not apply 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 as part of a corporation, fraud or if not a corporation, subterfuge to make management decisions on behalf of the entityintentionally avoid its obligations under this Lease.

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 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 fifty twenty-five percent (5025%) (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. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign this Lease or sublet all or any part of consent shall not be required for the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the 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 assignment of this Lease to an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Affiliate") result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger, assignment or 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 greater than the net worth of Tenant immediately prior to the date of such merger, assignment or transfer; evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof of such merger and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply such assignment. Notwithstanding anything to such subleasethe contrary contained in this Lease, assignmentLandlord 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 transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 otherwiseconsolidation with Tenant, to elect any entity engaged in a majority joint venture with Tenant; or to any entity which acquires substantially all of the directors stock or assets of Tenant, (hereinafter each a "Permitted Transfer"); provided, 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 case benefit of 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 only be considered a Permitted Transfer if not the transfer or sale is to an entity with a corporationnet worth equal to or greater than Tenant. Without limiting the generality, to make management decisions on behalf of the entityforegoing, 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 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 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 fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) 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. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign consent shall not be required for the assignment of 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 Premises to any entity which controlscontrolling or under common control with Tenant, is or as a result of a merger, acquisition, consolidation or reorganization by or of Tenant with or into another entity or a sublease to any entity controlled by or under common control with Tenant; Tenant (c) to assign this Lease or sublet all or any part of the Premises foregoing successor entities and subtenants being herein referred 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 an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Tenant Affiliate") ), so long as (i) the net worth of the successor entity after such mergerassignment (or in the case of an assignment to a Tenant Affiliate, assignment or transfer the combined net worth of Tenant and such Tenant Affiliate) is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or greater than the net worth of Tenant immediately prior to the date of such mergerassignment, assignment or transfer; evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such assignment, (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferassignment, written notice thereof and of such 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 assignment, except for the terms and requirements of Section 9.2 and 9.3 (with respect to subleases) 9.1 which shall not apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 ’s assets (other than bulk sales in the ordinary course of business), (b) or, if Tenant is a privately held 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 fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be deemed an required for the assignment within the meaning and provisions of this Article. Notwithstanding anything to Lease as a result of a merger by Tenant with or into another entity or for the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign assignment of this Lease or sublet all or to any part of the Premises to a parent, wholly-owned subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any other entity which controlscontrolled by, is controlled by controlling or under common control with Tenant; 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 collectively, a portion of this Lease to an entity which acquires all or substantially all of Tenant's business (all of the foregoing“Permitted Transfer” herein), for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 entityPermitted 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 privately held 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 fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof), or (c) any other direct or indirect change of control 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 this provision shall be deemed not apply to an assignment within initial public offering of the meaning and provisions securities of this ArticleTenant or if Tenant is a publicly traded company. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant Landlord’s consent shall have not be required for the right, without obtaining Landlord's consent, (a) to assign assignment of this Lease or sublet a sublease of 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 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 portion of the Premises to an entity into which “Affiliate” (as hereinafter defined) of Tenant is merged or by which it has been acquired; or (d) to assign or sublet all or collectively, a portion of this Lease to an entity which acquires all or substantially all of Tenant's business (all of the foregoing“Permitted Transfer”), for purposes of this Lease, being defined as a "Affiliate") so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer or reorganization and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to subleasessuch Permitted Transfer. An “Affiliate” means any entity that (i) shall apply to such subleasecontrols, assignmentis controlled by, or is under common control with Tenant, (ii) results from the transfer of all or substantially all of Tenant’s assets or stock, (iii) results from the merger or transferconsolidation of Tenant with another entity, but Landlord's rights under Section 9.1 or (iv) succeeds to all or substantially all of this Lease shall not apply theretothe business and assets of Tenant. For purposes of this Sectionthe foregoing sentence, “control” means the term "control" shall mean an equity direct or indirect ownership interest of more than 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 voting securities of an entity or possession of the right to vote more than fifty percent (50%) of the voting interest in the case of a corporation, or if not a corporation, to make management decisions on behalf ordinary discretion of the entity’s affairs.

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 privately held 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 fifty twenty-five percent (5025%) (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) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be deemed an required for the assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right, without obtaining Landlord'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 Premises to any entity which controlscontrolling, is controlled by or under common control with with, Tenant; (c) to assign this Lease , or sublet all or any part as a result 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 sale of this Lease to an entity which acquires all or substantially all of Tenant's ’s business assets, a merger by Tenant with or into another entity or a reorganization of Tenant (all of the foregoingcollectively, for purposes of this Leasea “Permitted Transfer”), being defined as a "Affiliate") so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the terms and requirements of Section Sections 9.2 and 9.3 (shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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 entityPermitted Transfer.

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 privately held corporation that, under the then current guidelines published by the Commissioner of Corporations of the State of California, is not deemed a public corporation, or is 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 fifty twenty-five percent (5025%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign consent shall not be required for the assignment of this Lease or sublet the sublease of 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 portion of the Premises to any person or entity which controls, is controlled by or is under common control with Tenant; (c) , or to assign this Lease any corporation or sublet all or any part of the Premises to an other entity into or with which Tenant is may be merged or by which it has been acquired; consolidated, or (d) to assign any person or sublet all or a portion of this Lease to an entity which acquires purchases all or substantially all of the assets of Tenant (collectively, a "Tenant Affiliate" herein), subject, however, to Tenant's business (all of compliance with the foregoing, for purposes of this Lease, being defined as a "Affiliate") so long as following: (i) Tenant shall give Landlord written notice of the assignment or sublease to a Tenant Affiliate together with a copy of the documentation of such assignment or sublease, and (ii) in the case of the merger or consolidation described above, the net worth of the successor entity after such merger, assignment merger or transfer is consolidation shall be at least equal to or greater than the net worth of Tenant immediately prior to the date of such mergermerger or consolidation, and Tenant shall present Landlord with evidence of such net worth prior to such merger or consolidation. In the event of an assignment or transfer; (ii) sublease by Tenant shall provide to Landlorda Tenant Affiliate, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the terms and requirements of Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under except for the provisions of Section 9.1 of this Lease which shall not apply 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 entityapply.

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 privately held 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 fifty twenty-five percent (5025%) shall be deemed an assignment within (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the meaning and provisions aggregate, so long as no change in the controlling interest of this Article. Notwithstanding anything to the contrary contained in this LeaseTenant occurs as a result thereof), Tenant shall have the right, without obtaining Landlord'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 Premises to any entity which controls, is controlled by or under common control with Tenant; (c) to assign this Lease any other direct or sublet all or any part indirect change 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 control of Tenant, including, without limitation, change of control of Tenant’s parent company or a portion merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease to an entity which acquires all as a result of a merger by Tenant with or substantially all into another entity, a reorganization of Tenant's business , or as the result of an initial public offering of stock in Tenant (all of the foregoingcollectively, for purposes of this Leasea “Permitted Transfer”), being defined as a "Affiliate") so long as (i) the net worth of the successor or reorganized entity after such merger, assignment or transfer 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 greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or 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 (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section Sections 9.2 and 9.3 (with respect to subleasesbut not of Section 9.1) shall apply to such sublease, assignment, merger or transfer, but Landlord's rights under Section 9.1 of this Lease shall not apply 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, with respect 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 entitysuch assignment.

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 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 fifty percent (50%) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding anything to the contrary contained in this LeaseArticle IX, Landlord’s consent shall not be required for and Tenant shall have the rightmay, without obtaining Landlord's consent’s prior written consent and without constituting an assignment or sublease hereunder, (a) to assign this Lease or sublet all or any part of the Premises or assign the Lease to a parent(A) an entity controlling, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the Premises to any entity which controls, is controlled by or under common control with Tenant; or controlled by Tenant (c“Affiliate”), (B) a successor entity related to assign this Lease Tenant by purchase, merger, consolidation, nonbankruptcy reorganization, or sublet all or any part of the Premises to an entity into which Tenant is merged or by which it has been acquired; government action, or (dC) to assign or sublet all or a portion purchaser of this Lease to an entity which acquires all or substantially all of Tenant's business ’s assets located in the Premises (all of the foregoing(A), for purposes of this Lease, being defined (B) and (C) are collectively referred to herein as a "Affiliate") “Permitted Transferees” and individually as a “Permitted Transferee” and transfers to such Permitted Transferees shall be collectively referred to herein as “Permitted Transfers”), so long as (i) the net worth of the successor entity after such merger, assignment or transfer Permitted Transferee is at least equal to or greater than the net worth of Tenant immediately prior to the date of such mergerPermitted Transfer, assignment or transfer; or, in Landlord’s reasonable determination, such Permitted Transferee has sufficient net worth to perform Tenant’s obligations under this Lease, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such Permitted Transfer, provided, however, that the provisions of this clause (i) shall not apply to transfers to an Affiliate, (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transferPermitted Transfer, written notice thereof of such Permitted Transfer and such assignment documentation and other information as Landlord may reasonably request require in connection therewith, and (iii) all of the other terms and requirements of Section Sections 9.2 and 9.3 (but not Section 9.1) shall apply with respect to subleases) such Permitted Transfer. A sale or transfer of Tenant’s capital stock shall apply to such sublease, not be deemed an assignment, merger subletting, or transfer, but Landlord's rights under Section 9.1 any other transfer of this Lease shall not apply 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 entityPremises.

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 privately held 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 fifty percent (50%) (except for publicly traded shares of stock constituting a transfer of fifty percent (50%) 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. Notwithstanding anything to the contrary contained in this Leaseforegoing, Tenant shall have the right, without obtaining Landlord's consent, (a) to assign this Lease or sublet all or any part of consent shall not be required for the Premises to a parent, subsidiary or affiliate of Tenant; (b) to assign this Lease or sublet all or any part of the 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 assignment of this Lease to an entity which acquires all or substantially all of Tenant's business (all of the foregoing, for purposes of this Lease, being defined as a "Affiliate") result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger, assignment merger or transfer sale is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or greater than the net worth of Tenant immediately prior to the date of such mergermerger or sale, assignment evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or transfer; sale, (ii) Tenant shall provide to Landlord, prior to (such merger or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfersale, written notice thereof of such merger or sale and such assignment documentation and other information as Landlord may reasonably request in connection therewith, and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply to such sublease, assignment, merger or transfer, but . Landlord's rights under Section 9.1 consent shall also not be required for the transfer or assignment of this Lease shall not apply thereto. For purposes any stock or interest in Tenant made as a result of this Section, the term "control" shall mean an equity death or ownership interest incapacity of fifty percent (50%) the holder of such stock or more or the ability whether by ownership of shares or other equity interest, by agreement or otherwise, made for estate planning purposes where the initial holder of such stock or interest continues to elect a majority of the directors in the case of a corporation, indirectly hold or if not a corporation, to make management decisions on behalf of the entitycontrol 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) or, or (b) if Tenant is a privately held 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 fifty percent (50%) all or part of the Premises by a corporate parent, subsidiary, or affiliated companies of Tenant or of Tenant's parent or of 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 ArticleArticle IX. Notwithstanding anything to Furthermore, without limiting the contrary contained in this Leasegenerality of the foregoing, Tenant shall have may assign the rightLease at any time, or sublease all or part of the Premises, without obtaining receipt of Landlord'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 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 an entity which acquires all or substantially all of Tenant's business 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 (all of "AFFILIATE"), or which owns or is owned by the foregoingAffiliate, for purposes 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, being defined as a "Affiliate") so long as (i) if Tenant does not survive and remain in existence after such transfer, the net worth of the successor entity after such merger, assignment or transfer is at least equal to the lower of the net worth of Tenant as of the execution of this Lease by Landlord or greater than the net worth of Tenant immediately prior to the date of such mergertransfer, assignment or evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such transfer; (ii) Tenant shall provide to Landlord, prior to (or as soon as legally permissible if disclosure of any such transaction is restricted by securities or other law) such merger, assignment or transfer, written notice thereof of such transfer and such assignment documentation and other information as Landlord may reasonably request in connection therewith, therewith and (iii) all of the other terms and requirements of Section 9.2 and 9.3 (this Article shall apply with respect to subleases) shall apply such assignment. The normal and customary issuance and transfer of shares among and between the shareholder employees of Tenant to such subleasereflect the addition, assignment, merger withdrawal or transfer, but Landlord's rights under Section 9.1 change in ownership interests of this Lease the shareholder employees of Tenant shall not apply thereto. For purposes of this Section, the term "control" shall mean be deemed an equity or ownership interest of fifty percent (50%) or more or the ability whether by ownership of shares assignment or other equity interest, by agreement or otherwise, to elect a majority transfer of the directors Tenant's interest in the case of a corporation, or if not a corporation, to make management decisions on behalf of the entitythis Lease.