Corporate Transfers Clause Samples
The Corporate Transfers clause defines the conditions under which a party may transfer its rights or obligations under the agreement to another entity, typically in the context of mergers, acquisitions, or internal corporate restructuring. This clause often allows such transfers without requiring the other party's consent, provided the transfer is to an affiliate or as part of a broader corporate transaction. Its core function is to provide flexibility for business operations and continuity, ensuring that contractual relationships can adapt to changes in corporate structure without unnecessary disruption or renegotiation.
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Corporate Transfers. Tenant may assign this Lease to, or merge with, its parent corporation, or any affiliate or subsidiary of its parent corporation, without the prior written consent of Landlord, but Tenant shall provide Landlord with written notice of such transaction. Any other merger, or any dissolution, consolidation or other reorganization of Tenant, or the sale or other transfer (except as the result of death) of more than fifty percent (50%) of the corporate stock of Tenant or fifty percent (50%) of its voting stock shall constitute an assignment of this Lease for all purposes of this Paragraph 17 and is prohibited without the written consent of Landlord.
Corporate Transfers. Transfer any Security Asset to any other company or body corporate, whether or not formed or acquired for the purpose;
Corporate Transfers. All of the following shall constitute Transfers subject to this Article 17: (x) if Tenant is a corporation that is not publicly traded on a nationally recognized reputable stock exchange, then any transfer of this Lease by merger, consolidation or liquidation, or any direct, indirect or cumulative change in the ownership of, or power to vote the majority of Tenant's outstanding voting stock, shall constitute a Transfer; (y) if Tenant is a partnership, then a change in general partners in, or voting or decision-making control of, the partnership shall constitute a Transfer; and (z) if Tenant is a limited liability company, then a change in voting or decision-making control of the limited liability company shall constitute a Transfer. Any change in ownership of Tenant's parent of the type described in (x), (y) or (z) above shall also constitute a Transfer subject to this Article 17. These provisions shall apply to any single transaction or any series of related or unrelated transactions having the effect described.
Corporate Transfers. If Tenant is a corporation other than a Public Corporation (as hereinafter defined), the provisions of Sections 17.01 and 17.02 shall apply to a Transfer (by one or more Transfers) of a majority of the stock of Tenant as if such Transfer of a majority of the stock of Tenant were an assignment of this Lease, subject to the express terms of Section 17.10 below. As used herein, the term “Public Corporation” shall mean a corporation whose stock is listed and traded on a nationally recognized stock exchange.
Corporate Transfers. Any dissolution, merger, consolidation or other reorganization of Tenant, any sale or transfer (or cumulative sales or transfers) of fifty percent (50%) or more of the capital stock of Tenant, or any sale (cumulative sale) of all the assets of Tenant shall be deemed an assignment of this Lease requiring the prior consent of Landlord; provided, however, the sale or transfer of all or any of the capital stock of the corporation which comprises Tenant, the capital stock of which is now or hereinafter becomes publicly traded, shall not be deemed an assignment of this Lease.
Corporate Transfers. Anything to the contrary notwithstanding, Landlord's consent shall not be required for an assignment to any entity which becomes a successor in interest to Tenant or to a transfer to an affiliate or to a transfer in connection with a merger, consolidation or sale of all or substantially all of the stock or assets of Tenant; provided, however, that Tenant shall give Landlord prompt Notice of such event.
Corporate Transfers. Notwithstanding anything to the contrary in the Lease, the terms of Section 21.D of the Lease shall not apply at any time that Tenant is a publicly traded company. 37 ADDENDA TO LEASE DECEMBER 13, 1995 ADDENDUM 16. TENANT AFFILIATES Tenant may assign this Lease or sublet any portion of the Premises without Landlord's consent to any of the following (i) any corporation which controls, is controlled by or under common control with Tenant; (ii) any corporation resulting from the merger or consolidation of Tenant and has a net worth equal to or greater than Ten Million Dollars ($10,000,000) upon execution of the assignment or sublease document; (iii) any person or entity which acquires all of the assets of Tenant as a going concern of the business that is being conducted on the Premises (collectively, "Tenant Affiliate"), provided that such assignee assumes in full the obligations of Tenant under the Lease. Landlord's right to terminate the Lease in response to a requested assignment or subletting shall not apply to an assignment of the Lease or subletting of the Premises to a Tenant Affiliate.
Corporate Transfers. If Tenant is a corporation, then any transfer of this Lease by dissolution, merger, consolidation or reorganization or any change in ownership or power to vote a majority of the voting stock in Tenant, as such ownership or power to vote existed at the time of the execution of this Lease, shall constitute an assignment of this Lease within the purview of the prohibition of such assignment contained in this Article 13. If Tenant is a partnership, then it shall be an un-permitted assignment of this Lease if, and at such time as, in the aggregate, during the Term there shall occur any transfer of a majority or more of the interests in such partnership, whether limited or general partnership interests or any combination thereof.