Common use of Certain Transfers Clause in Contracts

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) 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) 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 required for the assignment of this Lease as a result of a merger by Tenant with or into another entity or a reorganization of Tenant, so long as (i) the net worth of the successor or reorganized entity after such 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 merger or reorganization, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganization, (ii) Tenant shall provide to Landlord, prior to such merger or reorganization, written notice of such merger or reorganization and such assignment documentation and other information as Landlord may require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 shall apply with respect to such assignment.

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 (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 in the aggregate of twenty-five Tenant to a single entity which constitutes more than 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), 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 companyvoting stock. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease to: (A) any person(s) or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as a result of a merger by Tenant with or into another entity or a reorganization of Tenant“Permitted Transfer”), so long as (i) the net worth of the successor or reorganized entity after such merger 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 merger or reorganizationLandlord, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger or reorganization Permitted Transfer and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of 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 assets (other than bulk sales in the ordinary course of business)) 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 in the aggregate of twenty-five fifty percent (25%) (except 50%)(except for publicly traded shares of stock constituting a transfer stock) shall be deemed an assignment within the meaning and provisions 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 companythis Article. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity entity, as the result of a transfer of all or a reorganization substantially all of Tenant’s assets, or as the result of the acquisition of Tenant’s shares of the stock or other ownership interests (each of the foregoing, a “Permitted Transfer” herein), so long as (i) the net worth of the successor or reorganized entity after such merger 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 merger or reorganizationPermitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger or reorganization Permitted Transfer and such assignment documentation and other information as Landlord may require reasonably request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such assignmentPermitted Transfer, except for the provisions of Section 9.1 which shall not apply.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) 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) 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 foregoingArticle IX, Landlord’s 's consent shall not be required for the assignment of this Lease as Lease, or to a result subletting of the Premises, to (a) a merger subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant with by merger, consolidation, non-bankruptcy reorganization, or into another entity government action, or (c) a reorganization purchaser of substantially all of Tenant's assets located in the Premises (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger merger, consolidation, reorganization, action or assignment, 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 merger merger, consolidation, reorganization, action or reorganizationassignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationthereto, (ii) Tenant shall provide to Landlord, prior to such merger or merger, consolidation, reorganization, written action or assignment, Written notice of such merger or reorganization thereof and such assignment documentation and other information as Landlord may require reasonably request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

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) 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) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s 's parent company or a merger by Tenant or its parent company. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease as a result of of: (A) a merger by Tenant with or into another entity or a consolidation or a reorganization of Tenant, (B) a sale of all or substantially all of the assets or stock of Tenant, or (C) the assignment of this Lease to an entity controlling, controlled by or under common control with Tenant (collectively, a "PERMITTED TRANSFER"), so long as (i) the net worth of the successor or reorganized entity after such merger 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 merger or reorganizationPermitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger or reorganization Permitted Transfer and such assignment documentation and other information as Landlord may require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignmentPermitted 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)) 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 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) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to any entity controlling or under common control with Tenant, or as a result of a merger merger, acquisition, consolidation or reorganization by or of Tenant with or into another entity or (any of the foregoing successor entities being herein referred to as a reorganization of Tenant"Tenant Affiliate"), so long as (i) the net worth of the successor or reorganized entity after such merger assignment 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 merger or reorganizationassignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationassignment, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationassignment, written notice of such merger or reorganization and such assignment documentation and other information as Landlord may require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such assignment, except for the terms and requirements of Section 9.1 which shall not apply to such assignment.

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, (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 in the aggregate of twenty-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) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to any entity controlling, controlled by or under common control with Tenant, or as a result of a merger by Tenant with or into another entity or a reorganization of Tenantentity, so long as (i) the net worth of the successor or reorganized entity after such assignment or 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 merger assignment or reorganizationmerger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger assignment or reorganizationmerger, (ii) Tenant shall provide to Landlord, prior to such merger assignment or reorganizationmerger, written notice of such assignment or merger or reorganization and such assignment documentation and other information as Landlord may require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such assignment.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) 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) 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 foregoingArticle IX, Landlord’s consent shall not be required for and Tenant may, without Landlord’s prior written consent and without constituting an assignment or sublease hereunder, sublet the assignment Premises or assign the Lease to (A) an entity controlling, under common control with or controlled by Tenant (“Affiliate”), (B) a successor entity related to Tenant by purchase, merger, consolidation, nonbankruptcy reorganization, or government action, or (C) a purchaser of this Lease substantially all of Tenant’s assets located in the Premises ((A), (B) and (C) are collectively referred to herein as a result of “Permitted Transferees” and individually as a merger by Tenant with or into another entity or a reorganization of Tenant“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 or reorganized entity after such merger Permitted Transferee 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 merger or reorganizationPermitted 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 merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger or reorganization Permitted Transfer and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such Permitted Transfer. A sale or transfer of Tenant’s capital stock shall not be deemed an assignment, subletting or any other transfer of this Lease or the Premises.

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) 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) 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 foregoingArticle IX, Landlord’s 's consent shall not be required for the assignment of this Lease as Lease, or to a result subletting of the Premises, to (a) a merger subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant with by merger, consolidation, nonbankruptcy reorganization, or into another entity or government action, (c) a reorganization purchaser of substantially all of Tenant's assets located in the Premises, or (d) either of the Guarantors of this Lease (collectively, a "Tenant Affiliate" herein), so long as (i) the net worth of the successor or reorganized entity after any such merger merger, consolidation, reorganization, action or assignment, 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 merger merger, consolidation, reorganization, action or reorganizationassignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationthereto, (ii) Tenant shall provide to Landlord, prior to such merger merger, consolidation, reorganization, action or reorganizationassignment, written notice of such merger or reorganization thereof and such assignment documentation and other information as Landlord may require reasonably request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

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, (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 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) any other direct or indirect change shall be deemed an assignment within the meaning and provisions of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger by Tenant or its parent companythis Article. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to any entity controlling or under common control with Tenant, or as a result of a merger merger, acquisition, consolidation or reorganization by or of Tenant with or into another entity or a reorganization sublease to any entity controlled by or under common control with Tenant (any of Tenantthe foregoing successor entities and subtenants being herein referred to as a "Tenant Affiliate"), so long as (i) the net worth of the successor or reorganized entity after such merger assignment (or in the case of an assignment to a Tenant Affiliate, 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 the net worth of Tenant immediately prior to the date of such merger or reorganizationassignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationassignment, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationassignment, written notice of such merger or reorganization and such assignment documentation and other information as Landlord may require request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such assignment, except for the terms and requirements of Section 9.1 which shall not apply to such assignment.

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) 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) any other direct or indirect change of control of Tenant, including, without limitation, change of control of Tenant’s parent company or a merger Permitted Transfer by Tenant or its parent company; provided, however, that this provision shall not apply to an initial public offering of the securities of Tenant or if Tenant is a publicly traded company. Notwithstanding the foregoing, Landlord’s consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity or a reorganization sublease of Tenantall or a portion of the Premises to an “Affiliate” (as hereinafter defined) of Tenant (collectively, a “Permitted Transfer”), so long as (i) the net worth “Net Worth” (as hereinafter defined) of the successor or reorganized entity after such merger Permitted Transfer is at least equal to the greater of the net worth Net Worth of Tenant as of the execution of this Lease by Landlord or the net worth Net Worth of Tenant immediately prior to the date of such merger or reorganizationPermitted Transfer, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger Permitted Transfer or reorganization and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment.Permitted Transfer. “Net Worth” means tangible net worth

Certain Transfers. The following shall be deemed Notwithstanding anything to constitute an assignment of the contrary contained in 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) 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) 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 foregoingArticle IX, Landlord’s consent shall not be required for the assignment of this Lease as Lease, or to a result subletting of the Premises, to (a) a merger subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Tenant, (b) a successor corporation to Tenant with by merger, consolidation, non-bankruptcy reorganization, or into another entity government action, or (c) a reorganization purchaser of substantially all of Tenant’s assets located in the Premises (collectively, a “Tenant Affiliate” herein), so long as (i) the net worth of the successor or reorganized entity after any such merger merger, consolidation, reorganization, action or assignment, 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 merger merger, consolidation, reorganization, action or reorganizationassignment, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationthereto, (ii) Tenant shall provide to Landlord, prior to such merger or merger, consolidation, reorganization, written action or assignment, Written notice of such merger or reorganization thereof and such assignment documentation and other information as Landlord may require reasonably request in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 of this Article shall apply with respect to such merger, consolidation, reorganization, action or assignment, except for the terms and requirements of Section 9.1 which shall not apply thereto.

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 (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 in the aggregate of twenty-five Tenant to a single entity which constitutes more than 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), 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's voting stock. Notwithstanding the foregoing, Landlord’s 's consent shall not be required for the assignment of this Lease to: (A) any person(s) or entity who controls, is controlled by or is under common control with Tenant, (B) to any entity resulting from the merger, consolidation or other reorganization with Tenant, whether or not Tenant is the surviving entity, or (C) to any person or legal entity which acquires all or substantially all of the assets or stock of Tenant (each of the foregoing is hereinafter referred to as a result of a merger by Tenant with or into another entity or a reorganization of Tenant"Permitted Transfer"), so long as (i) the net worth of the successor or reorganized entity after such merger 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 merger or reorganizationLandlord, evidence of which, reasonably satisfactory to Landlord, shall be presented to Landlord prior to such merger or reorganizationPermitted Transfer, (ii) Tenant shall provide to Landlord, prior to such merger or reorganizationPermitted Transfer, written notice of such merger or reorganization Permitted Transfer and such assignment documentation and other information as Landlord may reasonably require in connection therewith, and (iii) all of the other terms and requirements Section 9.2 and 9.3 (but not of Section 9.1) shall apply with respect to such assignment. For purposes of this Section 9.4, a public or private offering of Tenant debt or equity shall not be deemed an assignment of this Lease.