Common use of Related Entities Clause in Contracts

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (yz) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and or the merger merger, consolidation or consolidation conversion of Tenant into or with another business entity. Notwithstanding the foregoingThe provisions of Sections 13.1, the prior consent of Landlord 13.2, 13.4, 13.6 and 13.7 shall not be required apply to any transaction (each an “Exempt Transaction”) with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, and whichever is greater, (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction transaction, (or promptly thereafter if prior notice is prohibited by iv) any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds such transfer shall be subject and subordinate to the interest of Tenant in this Lease in violation all of the terms and conditions provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall have no right remain fully liable for all obligations to assign be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is controlled by, or is under common control with the Original Tenant (a “Related Entity”) to assume all of Tenant’s obligations under this Lease or sublease to sublet all or any portion part of the Premises without Landlord’s prior written consent notwithstanding for any Permitted Uses and the provisions of Sections 13.1, 13.2, 13.4, 13.6 and 13.7 shall not apply thereto for so long as such entity remains a Related Entity, provided that (A) the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Project, (B) Tenant promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such Related Entity, and (C) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Section 13.6.Lease. Such assignment or sublease shall not relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”"OWNERSHIP INTERESTS") shall shall, except as hereinafter set forth, be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article ARTICLE 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this ArticleARTICLE, the term “"transfers” " shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord SECTION 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s 's assets or all or substantially all a majority of Tenant’s 's capital stock are transferred, is transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) except in the sublessee or assignee (as applicable) case of a stock transfer the successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to ten times the Net Worth of Tenant as of the Effective Dateannual Fixed Rent and Additional Rent then payable pursuant to this Lease, and (iii) proof reasonably satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (or promptly thereafter if transaction. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the Tenant (a "RELATED ENTITY") to sublet all or part of the Premises for any applicable Requirements)Permitted Use, provided the Related Entity is in Landlord's reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and such entity remains a Related Entity for a period of 2 years after the sublease. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant's obligations hereunder. For the purposes hereof, "control" shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written 's consent notwithstanding pursuant to this SECTION 13.7 if Tenant is not the provisions initial Tenant herein named or a person or entity who acquired Tenant's interest in this Lease in a transaction approved by Landlord or otherwise permitted by this SECTION 13.7. In addition, Tenant may, without Landlord's consent, assign this Lease to a Related Entity provided that the assignee (1) remains a Related Entity for a period of this Section 13.6two years after the assignment, (2) maintains an office in New York City, (3) is and remains actively engaged in business in the United States, (4) is not subject to immunity from suit, and (5) is subject or submits to the jurisdiction of the New York courts and such assignment shall not release Tenant from liability hereunder, it being understood and agreed that the Tenant named herein shall remain jointly and severally liable with the assignee for the performance of all of the obligations of Tenant hereunder, including, without limitation, the obligation to pay on a timely basis Fixed Rent and Additional Rent.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by merger, consolidation, operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively collectively, “Ownership Interests”) shall be deemed a voluntary assignment or transfer of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, arc transferred so long as (i) such transfer was not made for a legitimate independent business purpose and not for the sole purpose of assigning or transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of on the Effective Date, and (iii) proof proof, reasonably satisfactory to Landlord Landlord, of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (merger, consolidation, assignment or promptly thereafter if transfer. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Uses, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign or transfer this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.7 if Tenant is not the initial Tenant herein named or a person or entity who acquired Txxxxx’s interest in this Lease in a transaction approved by Landlord.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, ) of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article ARTICLE 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant Tenant, after such transfer, has a class of voting stock that is publicly traded (i) listed on a nationally recognized stock national securities exchange, (ii) authorized for quotation on an interdealer quotation system of a registered national securities association or (iii) held of record by 500 or more stockholders. Notwithstanding the above, if there is a transfer of Ownership Interests in Tenant and Tenant only qualifies for the exemption from ARTICLE 13 under subpart (iii) above, then in addition to being held of record by 500 or more stockholders, Tenant must also have a net worth computed in accordance with generally accepted accounting principles at least equal to the net worth of Tenant immediately prior to such transfer of Ownership Interests in order to be exempt from the provisions of ARTICLE 13 with respect to such transfer. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any Permitted Use, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes of this Articlehereof, the term “transferscontrol” shall be deemed to include (x) the issuance mean ownership of new Ownership Interests which results in a majority not less than 50% of all of the Ownership Interests in Tenant being held by a person of such corporation or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another other business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) has a Net Worth at least equal to the Net Worth of Tenant as of the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited by any applicable Requirements). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.7 if Tenant is not the initial Tenant herein named or its Related Entity or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord.

Related Entities. If Tenant is a legal entitycorporation, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, ) of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in shares of stock of Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Section 13.7 the term “"transfers” " shall be deemed to include (x) the issuance of new Ownership Interests stock which results in a majority of the Ownership Interests in stock of Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in stock of Tenant on the Effective Date and (y) except as provided belowDate. If Tenant is a limited liability company, partnership, trust, or any other legal entity, the sale or transfer of all or substantially all of the assets of Tenant in (by one or more transactions transfers) of a majority of the beneficial ownership interests in such entity, however characterized, shall be deemed a voluntary assignment of this Lease. The provisions of Sections 13.1 and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord 13.6 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity corporation into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s 's assets or all or substantially all of Tenant’s stock are transferredtransferred (each, a "Permitted Transferee") so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of the Effective Dateimmediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) no later than 10 days prior to after the effective date of any such transaction (transaction. Section 13.6 or promptly thereafter if the termination right as provided in Section 13.2 shall not apply to any of the foregoing transfers whether or not the foregoing net worth text is satisfied. Tenant may also, upon prior notice to Landlord, permit any corporation or other business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a "Related Corporation") to sublet all or part of the Premises for the Permitted Uses, provided the Related Corporation is in Landlord's reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Corporation. Such sublease shall not be deemed to vest in any applicable Requirements)such Related Corporation any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant's obligations hereunder. For the purposes hereof, "control" shall be deemed to mean ownership of not less than 50% of all of the voting stock of such corporation or not less than 50% of all of the legal and equitable interest in any other business entity if Tenant is not a corporation. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written 's consent notwithstanding the provisions of pursuant to this Section 13.613.7 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant's interest in this Lease in a transaction approved by Landlord.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange or the initial public offering of tenant’s stock and listing of such stock on a nationally recognized stock exchange. For purposes of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not primarily for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of the Effective Dateimmediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (or promptly thereafter if transaction. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original named Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Use, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity . Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, ) of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Section 13.7 the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided belowDate. Any provision of this Article to the contrary notwithstanding, Tenant shall have the sale right to assign this Lease or transfer of all to sublease the Premises or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord shall not be required with respect to an assignment or sublease to a Related Entity, or portion thereof to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of the Effective Dateimmediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (or promptly thereafter if transaction. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Use, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.7 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this ‘ Lease in a transaction approved by Landlord.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, ) of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange or in connection with an initial public offering on such an exchange. For purposes of this Article, Section 13.7 the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer Date. The provisions of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock equity interests are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) ii)the successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of the Effective Dateimmediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (or promptly thereafter if prior notice is prohibited not allowed by any applicable Requirements, promptly thereafter). Notwithstanding Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is controlled by, or is under common control with the foregoingoriginal Tenant (a “Related Entity”) to sublet all or part of the Premises for any Permitted Use, if provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any Tenant hereunder succeeds to the such Related Entity any right or interest of Tenant in this Lease in violation nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the terms and conditions Ownership Interests of this Lease, such Tenant shall have no right to assign this Lease corporation or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of this Section 13.6other business entity.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant (collectively, “Ownership Interests”) or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes The provisions of this Article, the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date Section 13.1 and (y) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord 13.7 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of on the Effective Date, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or promptly thereafter if prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Uses for so long as such entity remains a Related Entity or assign this Lease to such Related Entity, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if an Event of Default by Tenant exists under this Lease at the time of the proposed effective date of the Transfer.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant (collectively, “Ownership Interests”) or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (yz) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and or the merger merger, consolidation or consolidation conversion of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall 6219070.4 not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, and whichever is greater, (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or promptly thereafter if prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Uses and for so long as such entity remains a Related Entity, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord, or if an Event of Default by Tenant exists under this Lease.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (yz) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and or the merger merger, consolidation or consolidation conversion of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, and whichever is greater, (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or promptly thereafter if prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises or assume this Lease for any applicable Requirements)Permitted Uses, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall such sublease or any assignment relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord, or if an Event of Default by Tenant exists under this Lease.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (yz) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and or the merger merger, consolidation or consolidation conversion of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, and whichever is greater, (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or promptly thereafter if prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any Guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Uses, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 50% of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord, or if an Event of Default by Tenant exists under this Lease.

Related Entities. If Tenant or Tenant’s parent company is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, ) of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant (or, if applicable, Tenant’s parent company) is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Section 13.7 the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority change of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority control of the Ownership Interests in Tenant on the Effective Date and (y) except as provided below, the sale or transfer Tenant. The provisions of all or substantially all of the assets of Tenant in one or more transactions and the merger or consolidation of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged or consolidated, consolidated or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth net worth computed in accordance with generally accepted accounting principles at least equal to the Net Worth net worth of Tenant as of the Effective Dateimmediately prior to such merger, consolidation or transfer, and (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) 10 days prior to the effective date of any such transaction (or promptly thereafter if transaction. Tenant may also, upon prior notice is prohibited by any applicable Requirementsto Landlord and Mortgagee (but without Landlord’s consent). Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease lease to any business entity which controls, is controlled by, or sublease is under common control with the original Tenant (a “Related Entity”) or permit a Related Entity to sublet all or any portion part of the Premises without Landlord’s prior written consent notwithstanding for any Permitted Use for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease. No sublease or assignment shall relieve, release, impair or discharge any of the provisions obligations of this Section 13.6the initial tenant herein named. For the purposes hereof, “control” shall be deemed to mean ownership of not less than 20% of all of the Ownership Interests of such corporation or other business entity.

Related Entities. If Tenant is a legal entity, the transfer (by one or more transfers), directly or indirectly, by operation of law or otherwise, of a majority of the stock or other beneficial ownership interest in Tenant or of all or substantially all of the assets of Tenant (collectively collectively, “Ownership Interests”) shall be deemed a voluntary assignment of this Lease; provided, however, that the provisions of this Article 13 shall not apply to the transfer of Ownership Interests in Tenant if and so long as Tenant is publicly traded on a nationally recognized stock exchange. For purposes of this Article, Article the term “transfers” shall be deemed to include (x) the issuance of new Ownership Interests which results in a majority of the Ownership Interests in Tenant being held by a person or entity which does not hold a majority of the Ownership Interests in Tenant on the Effective Date (y) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of Tenant’s net assets, and (yz) except as provided below, the sale or transfer of all or substantially all of the assets of Tenant in one or more transactions and or the merger merger, consolidation or consolidation conversion of Tenant into or with another business entity. Notwithstanding the foregoing, the prior consent The provisions of Landlord Section 13.1 shall not be required apply to transactions with respect to an assignment or sublease to a Related Entity, or to a business entity into or with which Tenant is merged merged, consolidated or consolidated, converted or to which all or substantially all of Tenant’s assets or all or substantially all of Tenant’s stock are transferred, transferred so long as (i) such transfer was made for a legitimate independent business purpose and not for the purpose of transferring this Lease, (ii) the sublessee or assignee (as applicable) successor to Tenant has a Net Worth tangible net worth computed in accordance with generally accepted accounting principles consistently applied (and excluding goodwill, organization costs and other intangible assets) that is sufficient to meet the obligations of Tenant under this Lease and is at least equal to the Net Worth net worth of Tenant as of (1) immediately prior to such merger, consolidation, conversion or transfer, or (2) on the Effective Date, and whichever is greater, (iii) proof satisfactory to Landlord of such Net Worth net worth is delivered to Landlord at least ten (10) days prior to the effective date of any such transaction transaction, (iv) any such transfer shall be subject and subordinate to all of the terms and provisions of this Lease, and the transferee shall assume, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or promptly thereafter if prior to the effective date of such transfer, all the obligations of Tenant under this Lease, (v) Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, and (vi) such transfer does not cause Landlord to be in default under any existing lease at the Real Property. Tenant may also, upon prior notice to Landlord, permit any business entity which controls, is prohibited by controlled by, or is under common control with the original Tenant (a “Related Entity”) to sublet all or part of the Premises for any applicable Requirements)Permitted Uses, provided the Related Entity is in Landlord’s reasonable judgment of a character and engaged in a business which is in keeping with the standards for the Building and for so long as such entity remains a Related Entity. Such sublease shall not be deemed to vest in any such Related Entity any right or interest in this Lease nor shall it relieve, release, impair or discharge any of Tenant’s obligations hereunder. For the purposes hereof, “control” shall be deemed to mean ownership of not less than fifty percent (50%) of all of the Ownership Interests of such corporation or other business entity. Notwithstanding the foregoing, if any Tenant hereunder succeeds to the interest of Tenant in this Lease in violation of the terms and conditions of this Lease, such Tenant shall have no right to assign this Lease or sublease all or any portion of the Premises without Landlord’s prior written consent notwithstanding the provisions of pursuant to this Section 13.613.8 if Tenant is not the initial Tenant herein named or a person or entity who acquired Tenant’s interest in this Lease in a transaction approved by Landlord, or if an Event of Default by Tenant exists under this Lease.