Common use of Deemed Consent Transfers Clause in Contracts

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (i) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (ii) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest or assets of Tenant, or (iii) a Transfer in connection with a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items (i) through (iii) of this Section 14.7 hereinafter referred to as a "Permitted Transferee"), provided that (a) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer or transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer), (b) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (d) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.7, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (iiB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant’s stock on a nationally-recognized stock exchange, (C) an assignment of the this Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, or I a deemed assignment under Section 14.7(ii)(B) or (C), shall not be deemed a Transfer requiring Landlord's ’s consent under this Article 14 or be subject to Sections 14.3 or 14.4 of this Lease (any such assignee or sublessee described in items (iA) through (iiiD) or Tenant under item I of this Section 14.7 14.8 hereinafter referred to as a "“Permitted Non-Transferee"”), provided that (ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer or transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, and (ciii) such Permitted Non-Transferee shall be of a character and reputation consistent with the quality of the Building, (div) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Non-Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("“Net Worth"”) at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment relating to this Lease, whether with or without Landlord's ’s consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's ’s entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. Landlord shall not have the right to recapture under Section 14.4 of this Lease with respect to a Transferee that would qualify as a Permitted Non-Transferee but for the failure to meet the requirements of clause (iv)(1) in the immediately preceding sentence. An assignee of Tenant's ’s entire interest in this Lease who qualifies as a Permitted Non-Transferee may also be referred to herein as a "Permitted “Non-Transferee Assignee." "” “Control," ” as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (iiB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 14, or require the payment of any Transfer Premium pursuant to Section 14.3 above (any such assignee or sublessee described in items (iA) through (iiiD) of this Section 14.7 14.8 hereinafter referred to as a "Permitted Transferee"), provided that (ai) Tenant notifies Landlord shall use commercially reasonable, diligent efforts to deliver to Landlord, at least thirty fifteen (3015) days prior to the effective date of any such assignment or sublease (or as soon as is thereafter practicable or legally permitted pursuant to applicable law and/or applicable disclosure restrictions imposed by the SEC or similar regulatory agency) and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in default, beyond any the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (diii) in the case of a transfer under the foregoing subsections connection with items (iiC) or and (iii)D) above only, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding either the effective date of such assignment or subleasesublease or such earlier date when components of the underlying transaction otherwise commenced or took effect, and (v) no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (iiB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, or (E) the establishment by Tenant or a permitted successor or assign of one or more series of (i) members, managers, limited liability company interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of the Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of Tenant (or such successor or assignee), pursuant to §18-215 of the Delaware Limited Liability Company Act, as amended, or similar laws of other states or otherwise, or (ii) limited partners, general partners, partnership interests or assets, which may have separate rights, powers or duties with respect to specified property or obligations of Tenant (or such successor or assignee) or profits or losses associated with specified property or obligations of Tenant (or such successor or assignee) pursuant to §17-218 of the Delaware Revised Uniform Limited Partnership Act, as amended, or similar laws of other states or otherwise (a "Series Reorganization"), shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items (iA) through (iiiE) of this Section 14.7 14.8 hereinafter referred to as a "Permitted Transferee"), provided that (ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in economic or material non-economic default, beyond any the applicable notice and cure period, more than once (1) in any previous twelve (12) month period or more than twice (2) during the entire Lease Term, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (ciii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (div) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (iiB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 or payment of the Transfer Premium (any such assignee or sublessee described in items (iA) through (iiiD) of this Section 14.7 14.8 hereinafter referred to as a "Permitted Transferee"), provided that (ai) Tenant notifies Landlord at least thirty ten (3010) days prior to the effective date of any such assignment or sublease (unless such notice is protected by confidentiality obligations, in which case Tenant shall notify Landlord as soon as is permitted, but not later than ten (10) days after the effective date of such assignment or sublease) and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in default, beyond any the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (c) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (diii) in the case of a transfer connection with an assignment under the foregoing subsections (iiC) or (iii)D) above, such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater One Billion Dollars ($1,000,000,000) with cash on hand of at least Two Million Dollars (1) the Net Worth of Original Tenant on the date of this Lease$2,000,000), and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (viv) no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, and (v) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this LeaseTenant), (iiB) a sale of corporate shares of capital stock in Tenant on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items (iA) through (iiiD) 692500.09/WLA371593-00023/6-13-12/ao/ao -00- XXX XXXXXX[Xxxxxx Realty, L.P.][Concur Technologies, Inc.] of this Section 14.7 14.8 hereinafter referred to as a "Permitted Transferee")) and shall not give rise to Landlord's recapture rights under Section 14.4, provided that with respect to an assignment or subletting under items (aA), (C) or (D) of this Section 14.8 (i) Tenant notifies Landlord at least thirty fifteen (3015) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any non-confidential documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in defaultmonetary default under this Lease, beyond any the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, (ciii) such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, (div) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Transferee shall shall, after giving effect to the consummation of the transaction, have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the greater of (1) the Net Worth of Original Tenant on the date of this Lease, and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under an assignment shall be joint and severalseveral with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, (iA) an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), (iiB) a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, (C) an assignment of the Lease to an entity which acquires all or substantially all of the equity interest stock or assets of Tenant, or (iiiD) a Transfer in connection with an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items (iA) through (iiiD) of this Section 14.7 14.8 is hereinafter referred to as a "Permitted Transferee"), provided that (ai) Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents 4845-8006-8327.4 374622.00156/6-30-21/MLT/bp -29- GENESIS XXXXXXXXX AT 5510 [Kura Oncology, Inc.] or information reasonably requested by Landlord regarding such transfer Transfer or transferee Permitted Transferee as set forth above (unless such notice is prohibited by Applicable Law or a valid non-disclosure agreement, in which event Tenant shall provide Landlord with such notice and documentation within ten (10) days after the Transfer)above, (bii) Tenant is not in default, beyond any the applicable notice and cure period, and such assignment or sublease is not a 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -32- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc. subterfuge by Tenant to avoid its obligations under this Lease, (ciii) such Permitted Transferee shall be of is engaged in a character and reputation business which is consistent with the quality of the BuildingBuildings, as judged by then existing tenants of the Building and of Comparable Buildings, (div) in the case of a transfer under the foregoing subsections (ii) or (iii), such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles long term issuer credit rating from Moody's Professional Rating Service ("Net WorthMoody's") at least equal to of BB or better (or in the greater of event such applicable Moody's ratings are no longer available, comparable ratings from Fitch Ratings Ltd. (1"Fitch") the Net Worth of Original Tenant on the date of this Leaseor Standard and Poor's Professional Rating Service ("S&P")), and (2) the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, and (v) no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, and (vi) the liability of Tenant and such transferee Permitted Transferee under either an assignment or sublease shall be joint and severalseveral with Tenant. An assignee of Tenant's entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a "Permitted Transferee Assignee." "Control," as used in this Section 14.714.8, shall mean the ownership, directly or indirectly, of at least fifty-one more than fifty percent (5150%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one more than fifty percent (5150%) of the voting interest in, any person or entity. If any parent, affiliate or subsidiary of Tenant to which this Lease is assigned or the Premises sublet (in whole or in part) shall cease to be such a parent, affiliate or subsidiary, such cessation shall be considered an assignment or subletting requiring Landlord's consent.