Common use of Permitted Transfer Clause in Contracts

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13, Tenant shall have the right, without Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Premises to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 13, “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon not less than ten (10) business days days’ prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee Tenant’s successor entity after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date date hereof and provided further that such successor entity assumes in writing all al! of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 1311 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended Intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally Intentionally avoid its obligations under this Lease (for example, transferring its interest Interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all al of the assets of Tenant that does do not meet the requirements of this Section 13.03 11.02 shall be deemed a Transfer an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to So long as Tenant is not entering into the contrary contained in Permitted Transfer (as defined below) for the purpose of avoiding or otherwise circumventing the remaining terms of this Article 13Section 17, Tenant shall have the rightmay assign its entire interest under this Lease, without the consent of Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all Guarantor or part to an affiliate, subsidiary, or parent of the Premises to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor corporation, partnership or other legal entity into which wholly owned by Tenant (collectively, an “Affiliated Party”), or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which to Tenant by purchase, merger, consolidation or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQreorganization, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations following conditions are satisfied (each such transfer a “Permitted Transfer” and liabilities of Tenant under this Lease (any such entity hereinafter referred to as assignee or sublessee of a Permitted Transfer, a “Permitted Transferee” and a Transfer to a Permitted Transferee ”): (i) Tenant is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 13, “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest default under this Lease as part beyond any applicable notice and cure period; (ii) the Permitted Use does not allow the Premises to be used for retail purposes; (iii) Tenant shall give Landlord written notice at least 30 days prior to the effective date of a fraud or subterfuge to intentionally avoid its obligations under this Lease the proposed Permitted Transfer; (for example, transferring its interest iv) with respect to a shell corporation that subsequently files proposed Permitted Transfer to an Affiliated Party other than Guarantor, Tenant continues to have a bankruptcy)net worth equal to or greater than Tenant’s net worth at the date of this Lease; and (v) with respect to a purchase, and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, consolidation or a transfer of partnership or membership interests, a stock transfer, reorganization or any sale of Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (A) Tenant’s successor shall own all or substantially all of the assets of Tenant that does not meet Tenant, and (B) Tenant’s successor shall have a net worth which is at least equal to the requirements greater of Tenant’s net worth at the date of this Section 13.03 shall be deemed a Transfer that requires LandlordLease or Tenant’s net worth as of the day prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13proposed purchase, in no event merger, consolidation or reorganization. Tenant’s notice to Landlord shall any Transfer be deemed include information and documentation showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a Permitted Transfer unless commercially reasonable form of assumption agreement. As used herein, (1) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (2) “subsidiary” shall mean an entity wholly owned by Tenant designates in writing or at the time least 51% of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer whose voting equity is owned by Tenant; and provides information (3) “affiliate” shall mean an entity controlled, controlling or under common control with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted TransfereeTenant.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 25, Tenant shall have the right, without Landlord’s consent, but upon ten neither (10i) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally an assignment or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet subletting of all or part a portion of the Premises to any (A) an entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant by, controls or is under common control with Tenant, Tenant or to an Affiliate (as defined below) of Tenant or (B) a successor entity into which purchaser of all or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s the assets or property; (b) assign all a majority of stock or any part membership interests of this Lease to any Tenant or of an entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant by, controls or is under common control with Tenant or an Affiliate of Tenant through a purchase, merger, consolidation or reorganization of Tenant by or with another entity (whether such acquisition takes the form of an asset sale, a stock sale or a combination thereof), nor (ii) transfer, by operation of law or otherwise, in connection with the merger, consolidation or other reorganization of Tenant or of an entity which is controlled by, controls or is under common control with Tenant or an Affiliate of Tenant, shall be subject to Landlord’s consent pursuant to this Section 25, the payment of a Transfer Premium (as defined in Section 25.3, below) or deemed a sublease or assignment under this Section 25 (hereinafter, such entities, purchasers, and parties shall be referred to a successor entity into which collectively or with which individually as an “Affiliate”); provided, however, no sublease or assignment to an Affiliate shall release the Tenant is merged named herein from any liability under this Lease. In addition to the foregoing any sale or consolidated or which acquires substantially all transfer of the stock of Tenant’s assets parent company shall not be subject to Landlord’s consent pursuant to this Section 25 or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, provided that in the event payment of a transfer pursuant to clause (b), the tangible net worth Transfer Premium. Tenant shall immediately notify Landlord of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”)assignment, purchase, transfer, sublease, action or use. For the purpose purposes of this Article 13Lease, “tangible net worthcontrol” shall mean the excess ownership of more than fifty percent (50%) of the value outstanding equity securities of tangible assets (i.e. assets excluding those which are intangible such as goodwillan entity, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant or possession of the right to vote, in the ordinary direction of its obligations under this Leaseaffairs, of at least fifty percent (50%) of the voting interest in any entity. Nothing An Affiliate that is an assignee of Original Tenant’s entire interest in this paragraph is intended Lease may be referred to nor shall permit Tenant to transfer its interest under this Lease herein as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee“Affiliate Assignee.”

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) business days days’ prior notice to Landlord (or if such notice would violate any applicable law to which Tenant is subject, then such prior written notice to Landlord, including all information shall not be required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case but Tenant shall furnish such notice shall be provided be provided within three (3) days after to Landlord immediately upon Tenant being permitted to deliver such Transfernotice under such applicable law), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, provided that such assignee assumes all of the obligations and liabilities of Tenant hereunder arising from and after the date of such assignment and the financial worth of the assignee, together with Tenant’s financial worth, is sufficient to meet the obligations of Tenant hereunder; or (c) assign this Lease in connection with a change of control of Tenant, including a change of control effectuated pursuant to a transfer of partnership or membership interests, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease hereunder arising from and after the date of such assignment and the financial worth of the successor entity, together with Tenant’s financial worth (if the entity that comprises Tenant survives such transaction), is sufficient to meet the obligations of Tenant hereunder (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). Notwithstanding anything to the contrary contained in Section 11.01 above or this Section 11.02, neither a sale or transfer of Tenant’s Capital Stock (as hereinafter defined), including, without limitation, a transfer in connection with the merger, consolidation or nonbankruptcy reorganization of Tenant and any sale through any private or public offering, nor the pledge of or grant of a security interest in any of the Tenant’s Capital Stock shall be deemed an assignment, subletting or other transfer of this Lease or the Leased Premises. For the purpose of this Article 13, 11 “tangible net worthcontrol” shall mean the excess ownership of the value not less than fifty percent (50%) of tangible assets (i.e. assets excluding those which are intangible all voting stock or legal and equitable interest in such as goodwill, patents and trademarks) over liabilitiescorporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease; and “Capital Stock” means, with respect to any entity, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non-voting) of, such entity’s capital stock [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. and any and all rights, warrants or options exchangeable for or convertible into such capital stock (but excluding any debt security whether or not it is exchangeable for or convertible into such capital stock). Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 11.02 shall be deemed a Transfer an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to the contrary contained restrictions set for in this Article 13Section 10(a) above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (ai) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (bii) assign all or any part of this Lease to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (ciii) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) have investment grade credit, and (B) have a tangible net worth of the transferee after any such transaction transfer that is not less than the aggregate tangible net worth of Tenant and any Guarantor as of the Effective Date date hereof, and provided further that such successor entity assumes in writing (C) assume all of the obligations and liabilities of Tenant under this Lease hereunder (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to ”). Any assumption of this Lease by a Permitted Transferee is hereinafter referred shall be in writing, shall include an assumption, by the Permitted Transferee of all of Tenant’s obligations under this Lease, and notice of any such assignment shall be given to as Landlord prior to the effective date of that assignment, together with information confirming the satisfaction of the criteria for a “Permitted Transfer”)Transferee. For the purpose of this Article 13Section 10(b) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.i.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13, Tenant shall have the right, right to enter into the following types of Transfers without Landlord’s consent, consent but upon ten after providing at least thirty (1030) business days prior written notice to LandlordLandlord of the transaction, including all together with reasonable supporting information required by confirming that such a Transfer falls within one of the following categories (herein referred to as a “Permitted Transfer”): (1) Tenant may assign this Section 13.03 (unless legally Lease or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Premises to an “affiliate” of Tenant. An “affiliate” of Tenant shall mean any trust, corporation, entity authorized or partnership (i) which owns the majority of the ownership interests of Tenant, (ii) the majority of whose ownership interests is owned by Tenant, (iii) the majority of whose ownership interests is owned by Tenant’s parent corporation, or (iv) the majority of whose ownership interest are owned by the same shareholders of Tenant as of the date hereof; or (2) Tenant may transfer shares of stock in Tenant to transact business another party in the state in which connection with any merger, consolidation, or sale of Tenant as a going concern and not as part of a single transaction involving or affecting only the Premises are located and which entity controls Tenantto avoid the restrictions on Transfer, provided that if there is controlled by Tenant or is under common control with Tenant, or such transfer of shares of stock to a successor corporation or entity in connection with any merger of Tenant into which such successor corporation or with which Tenant is merged entity, then such successor corporation or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to must have a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less equal to or greater than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all date of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred or immediate prior to as a “Permitted Transferee” and a Transfer to a Permitted Transferee the Transfer, whichever is hereinafter referred to as a “Permitted Transfer”)greater. For the purpose of this Article 13, “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer The immediately preceding sentence shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended apply to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), the normal and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a customary sale and transfer of partnership stock in Tenant provided Tenant is a public corporation, the stock of which is traded through a public exchange or membership interests, a stock transfer, or any sale of substantially all of over the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transfereecounter system.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, stock; provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date date hereof and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity is hereinafter referred to as a “Permitted Transferee” ”; and a Transfer any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 1311 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall be deemed a Permitted Transfer if the tangible net worth of Tenant after any such transaction is not less than the tangible net worth of Tenant as of the date hereof. Any change of control of Tenant that does not meet the requirements of this Section 13.03 in the preceding sentence shall be deemed a Transfer an assignment or transfer that requires Landlord▇▇▇▇▇▇▇▇’s prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained For purposes of clarification, nothing in this Article 1311 restricts Tenant’s ability to conduct an IPO, in no event nor shall Landlord have any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information consent rights with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transfereerespect thereto.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s consentconsent and without Landlord having the right to terminate the Lease as to the proposed subleased or assigned space as provided in Section 11.01 above, but upon ten (10) business days days’ prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease Lease” to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market, provided that in the event of a transfer to a successor pursuant to clause (b), the tangible net worth of the transferee successor after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date date of such transfer and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity described in this clause (c) or (a) or (b) above hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). , For the purpose of this Article 13Article...11 (i) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does do not meet the requirements of this Section 13.03 11.02 shall be deemed a Transfer an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything the foregoing, and subject to Paragraph 6.1 of this Lease regarding the use of the Premises and Paragraph 6.6, Landlord’s prior written consent shall not be required for an assignment of this Lease or a sublease of the entire Premises to any of the following transferees (each such transferee being a “Permitted Transferee”): (i) an Affiliate (hereafter defined in this Paragraph 14.3) of Tenant; (ii) a corporation or other valid entity into which Tenant merges or consolidates; and (iii) a transferee that purchases all of, or at least ninety percent (90%) of, Tenant’s assets or equity interests. The assignment of this Lease to or a sublease of the entire Premises to a Permitted Transferee shall be subject to the contrary contained in this Article 13, following conditions: (A) Tenant shall have give Landlord prior written notice of the rightname of any such assignee or subtenant (provided that, without Landlord’s consentif prohibited by legally binding confidentiality agreement or by Applicable Laws in connection with a proposed purchase, but upon merger, consolidation or reorganization, then Tenant shall give Landlord written notice within ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part the effective date of the Premises proposed purchase, merger, consolidation or reorganization); (B) any assignee shall assume, in writing, for the benefit of Landlord all of Tenant’s obligations under this Lease, and any subtenant shall agree, in writing, for the benefit of Landlord that such sublease is subject to and subordinate to this Lease; (C) the Tenant shall not be released from any entity authorized obligations under this Lease; and (D) the Permitted Transferee shall have a tangible net worth which is at least equal to transact business in Tenant’s tangible net worth on the state in Effective Date. The term “Affiliate” as used herein shall mean any partnership, limited liability company, or corporation, which the Premises are located and which entity controls Tenantdirectly or indirectly, through one or more intermediaries, controls, is controlled by Tenant by, or is under common control with Tenantanother partnership, limited liability company, or corporation. The term “control,” as used in the immediately preceding sentence shall mean with respect to a successor entity into which corporation the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the controlled corporation, and, with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease respect to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQ, provided that in the event of a transfer pursuant to clause (b)partnership or, the tangible net worth possession, directly or indirectly, of the transferee after any such transaction is not less than power to direct or cause the tangible net worth of Tenant as direction of the Effective Date and provided further that such successor entity assumes in writing all management or policies of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 13, “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of controlled partnership or membership interestslimited liability company, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transfereeapplicable.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s 's consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s 's assets or property; (b) assign all property or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or propertystock; or (c) effectuate any public offering (or privatizing) of Tenant’s 's stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “"Permitted Transferee” and a Transfer "). Tenant shall use reasonable efforts to notify Landlord prior to any sublet or assignment to a Permitted Transferee is hereinafter referred Transferee, but in all events Tenant shall notify Landlord within thirty (30) days following such sublet or assignment to as a “Permitted Transfer”)Transferee. For the purpose of this Article 13, “tangible net worth” 11 "control" shall mean the excess ownership of the value not less than fifty percent (50%) of tangible assets (i.e. assets excluding those which are intangible all voting stock or legal and equitable interest in such as goodwill, patents and trademarks) over liabilitiescorporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does do not meet the requirements of this Section 13.03 11.02 shall be deemed a Transfer an assignment or transfer that requires Landlord’s 's prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s consent, but upon notice to Landlord given within ten (10) business days prior written notice of the earlier to Landlord, including all information required by this Section 13.03 (unless legally occur of consummation of the transaction or contractually prohibited from doing so in which case when such notice shall would otherwise be provided be provided within three (3) days after such Transfer)permissible under law and the documents pursuant to which the transaction is being consummated, to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (c) effectuate any public offering of Tenant’s stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market; provided, provided however, that in the event of a transfer pursuant to clause (a) or (b), after such transaction the Tenant’s tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date $50,000,000; and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity is hereinafter referred to as a “Permitted Transferee” ”; and a Transfer any transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”). For the purpose of this Article 1311 (i) “control” shall mean voting control — via legal, beneficial or equitable ownership; a voting agreement; or otherwise — of securities of (or other interest in) the organization having at least fifty-one percent (51%) of the ownership and voting power of the organization’s board of directors or comparable governing body and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. i.e., assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any A change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant shall be deemed a Permitted Transfer if after any such transaction the tangible net worth of Tenant is not less than $50,000,000. Any change of control of Tenant that does not meet the requirements of this Section 13.03 set forth herein shall be deemed a Transfer an assignment or transfer that requires Landlord’s prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to the contrary contained in this Article 13Section 11.01 above, Tenant shall have the right, without Landlord’s 's consent, but upon ten (10) business days days' prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (a) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (b) assign all or any part of this Lease to any entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s 's assets or property; or (c) effectuate any public offering of Tenant’s 's stock on the New York NASDAQ Stock Exchange or in the NASDAQMarket, provided that in the event of a transfer pursuant to clause (b), the tangible net worth of the transferee after any such transaction is not less than the tangible net worth of Tenant as of the Effective Date and provided further that such successor entity assumes in writing all of the obligations and liabilities of Tenant under this Lease (any such entity hereinafter referred to as a “"Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as a “Permitted Transfer”"). For the purpose of this Article 13, “tangible net worth” 11 (i) "control" shall mean the excess ownership of the value not less than fifty percent (50%) of tangible assets (i.e. assets excluding those which are intangible all voting stock or legal and equitable interest in such as goodwill, patents and trademarks) over liabilitiescorporation or entity. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does do not meet the requirements of this Section 13.03 11.02 shall be deemed a Transfer an assignment or transfer that requires Landlord’s 's prior written consent pursuant to Section 13.02 11.01 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.

Permitted Transfer. Notwithstanding anything to the contrary contained restrictions set for in this Article 13Section 10(a) above, Tenant shall have the right, without Landlord’s consent, but upon ten (10) business days prior written notice to Landlord, including all information required by this Section 13.03 (unless legally or contractually prohibited from doing so in which case such notice shall be provided be provided within three (3) days after such Transfer), to (ai) sublet all or part of the Leased Premises to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; (bii) assign all or any part of this Lease to any related corporation or other entity authorized to transact business in the state in which the Premises are located and which entity controls Tenant, is controlled by Tenant Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant’s assets or property; or (ciii) effectuate any public offering or exchange of Tenant’s stock on the New York Stock Exchange or in the NASDAQNASDAQ over the counter market, provided that in the event of a transfer pursuant to this clause (b), the successor entity shall, on the effective date of any such transfer, (A) have a tangible net worth of the transferee after any such transaction transfer that is not less than the aggregate tangible net worth of Tenant and any Guarantor as of the Effective Date date hereof, and provided further that such successor entity assumes in writing (B) assume all of the obligations and liabilities of Tenant under this Lease hereunder (any such entity hereinafter referred to as a “Permitted Transferee” and a Transfer to a Permitted Transferee is hereinafter referred to as such transfer described in (i) through (iii), a “Permitted Transfer”). Any assumption of this Lease by a Permitted Transferee shall be in writing, shall include an assumption, by the Permitted Transferee of all of Tenant’s obligations under this Lease, and notice of any such assignment shall be given to Landlord prior to the effective date of that assignment, together with information confirming the satisfaction of the criteria for a Permitted Transferee. For the purpose of this Article 13Section 10(b) “control” shall mean ownership of not less than fifty percent (50%) of all voting stock or legal and equitable interest in such corporation or entity, and (ii) “tangible net worth” shall mean the excess of the value of tangible assets (i.e. assets excluding those which are intangible such as goodwill, patents and trademarks) over liabilities. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute an Event of Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that does not meet the requirements of this Section 13.03 shall be deemed a Transfer that requires Landlord’s prior written consent pursuant to Section 13.02 above. Notwithstanding anything to the contrary contained in this Article 13, in no event shall any Transfer be deemed a Permitted Transfer unless Tenant designates in writing at the time of notice of such Permitted Transfer that the Transfer constitutes a Permitted Transfer and provides information with such notice that substantiates, in Landlord’s reasonable judgment, that the Transferee qualifies as a Permitted Transferee.i.