Common use of Transfer by Tenant Clause in Contracts

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall not, either voluntarily or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employees, without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assets.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall notnot directly or indirectly, either voluntarily or by operation of law, sell, assign, hypothecateencumber, pledge or transfer this Lease, otherwise Transfer or sublet hypothecate all or any part of the Premises or any part thereofTenant=s leasehold estate hereunder, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employees, sublet the Premises or any portion thereof without Landlord’s =s prior written consentconsent in Landlord=s discretion (such consent not to be unreasonably withheld), which being obtained in each instance, subject to the terms and conditions contained in this paragraph. Notwithstanding the foregoing, but without waiving any other requirement for a Transfer as contained in this Section 10, Landlord=s prior written consent shall not be unreasonably withheld required in connection with (i) an assignment of this Lease or delayedsublet of all or part of the Premises to a Transferee that is an Affiliate of Tenant, provided or (ii) an assignment of this Lease in connection with a merger, consolidation or other reorganization involving Tenant, a sale of all or substantially all of the proposed assignee assets of Tenant, a sale of a controlling interest of the stock or sublessee is reasonably satisfactory other ownership interest of Tenant, or a sale of any division occupying the Premises. Any other attempted Transfer without such consent shall be void. If Tenant desires to effect a Transfer, it shall deliver to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth written notice thereof in advance of the proposed assigneedate on which Tenant proposes to make the Transfer, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to together with all of the terms of the proposed Transfer and conditions the identity of this Leasethe proposed Transferee. Any assignmentUpon request by Landlord, mortgage, transfer or subletting such notice shall contain financial information concerning the proposed transferee and other reasonable information regarding the transaction which Landlord may specify. Landlord shall have thirty (30) days following receipt of the notice and information within which to notify Tenant in writing whether Landlord elects (a) to refuse to consent to the Transfer and to terminate this Lease as to the space proposed to be Transferred as of the date so specified by Tenant, in which is not event Tenant will be relieved of all further obligations hereunder as to such space, (b) to refuse to consent to the Transfer and to continue this Lease in compliance with full force as to the provisions entire Premises, or (c) to permit Tenant to effect the proposed Transfer. If Landlord fails to notify Tenant of this Article 16 its election within said thirty (30) day period, Landlord shall be voidable and shalldeemed to have elected option (b). Notwithstanding the foregoing, at the if Landlord elects option (a), Tenant may rescind its request for consent or approval by giving written notice of such rescission within five (5) days after receipt of notice of Landlord=s election of option (a) and, terminate this Leasein such event, Tenant=s request for consent or approval will be withdrawn and Landlord=s election of option (a) will be void and of no effect. The consent by Landlord to an assignment or subletting a particular Transfer shall not be construed as relieving Tenant from obtaining deemed a consent to any other Transfer. If a Transfer occurs without the express prior written consent of Landlord as provided herein, Landlord may nevertheless collect rent from the Transferee and apply the net amount collected to any further assignment the Rent payable hereunder, but such collection and application shall not constitute a waiver of the provisions hereof or subletting or as releasing a release of Tenant from any liability or obligation the further performance of its obligations hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes following conditions shall automatically apply to each Transfer, without the following, whether accomplished directly necessity of same being stated or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, referred to in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assets.Landlord's written consent:

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall not, either voluntarily or by ------------------ operation of law, assign, hypothecate, hypothecate or transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s 's employees, without Landlord’s 's prior written consent, which shall not be unreasonably withheld or delayedwithheld, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted UseTenant's purposes as stated in Article 4. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. In the event Landlord fails to respond to Tenant's request to make an assignment or sublease of its interest hereunder within thirty days after receipt of all the reasonably requested information has been delivered to Landlord, it shall be deemed that Landlord has not consented to the assignment or sublease. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, and in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 15 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assets.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall notnot enter into, either voluntarily or by operation of law, assign, hypothecateconsent to, or transfer permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld. For purposes of this Lease, "Transfer" means an assignment of this Lease in whole or sublet the Premises in part; a sublease of all or any part thereof, of the Premises; any transaction whereby the rights of Tenant under this Lease or permit to the Premises are transferred to another; any mortgage or encumbrance of this Lease or the Premises or any part thereof to be occupied by anyone or other than Tenant arrangement under which either this Lease or Tenant’s employees, without Landlord’s prior written consent, which shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises become security for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease any indebtedness or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms obligations; and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership corporation or limited liability companya partnership, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority controlling interest in the stock of ownership the corporation or partnership interests, as applicable. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not be released from any of its obligations under this Lease. Xxxxxxxx's consent to any Transfer shall be subject to the further condition that if the Minimum Rent and additional rent pursuant to such Transfer exceeds the Minimum Rent and additional rent payable under this Lease, the amount of such excess shall be paid to Landlord. If, pursuant to a permitted Transfer, Tenant receives from the transferee, either directly or indirectly, any consideration other than Minimum Rent and additional rent for such Transfer, either in the aggregate on a cumulative basisform of cash, goods, or the dissolution of the partnership or limited liability company; and (b) if services, Tenant is a private corporation (i.e.shall, whose stock is not publicly held and traded through upon receipt thereof, pay to Landlord an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than amount equivalent to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assetssuch consideration.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall notnot enter into, either voluntarily or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereofconsent to, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employeesTransfer, as hereinafter defined, without Landlord’s the prior written consentconsent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. For purposes of this Lease, provided "Transfer" means an assignment of this Lease in whole or in part; a sublease of all or any part of the proposed assignee Premises; any transaction whereby the rights of Tenant under this Lease or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises are transferred to another; any mortgage or encumbrance of this Lease or the Premises or any part thereof or other arrangement under which either this Lease or the Premises become security for purposes any indebtedness or other obligations; and if Tenant is a corporation or a partnership, the transfer of a controlling interest in the stock of the corporation or partnership interests, as applicable. If there is a permitted Transfer, Landlord may collect rent or other payments from the transferee and apply the net amount collected to the rent or other payments required to be paid pursuant to this Lease but no acceptance by Landlord of any payments by a transferee shall be deemed a waiver of any provisions hereof regarding Tenant. Notwithstanding any Transfer, Tenant shall not inconsistent with the Permitted Usebe released from any of its obligations under this Lease. In addition, Landlord shall be under no obligation entitled to give receive all net profits arising out of an assignment or withhold consent until after sublease, such profits to be determined by subtracting all information reasonably required by Landlord rent and additional rent due from Tenant with respect to the identity, background, experience time period and financial worth of square footage applicable to the proposed assignee, transferee, assignment or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, plus the sublessee has acknowledged that the sublease is subject brokerage fees, attorneys' fees, costs of alterations incurred by Tenant pursuant to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an such assignment or subletting shall not sublease, from the total consideration to be construed as relieving Tenant from obtaining paid by the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, or consolidation of Tenant; (ii) sale or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assetstransferee.

Transfer by Tenant. Except as otherwise provided in this Article 16, Tenant shall notnot enter into, either voluntarily or by operation of law, assign, hypothecateconsent to, or transfer permit any Transfer, as hereinafter defined, without the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld, conditioned or delayed. For purposes of this Lease, “Transfer” means an assignment of this Lease in whole or sublet the Premises in part; a sublease of all or any part thereofof the Premises; a license for any use or occupancy of all or any part of the Premises; any transaction whereby the rights of Tenant under this Lease or to the Premises are transferred to another; any mortgage, pledge, hypothecation or permit encumbrance of this Lease or the Premises or any part thereof to be occupied or other arrangement under which either this Lease or the Premises become security for any indebtedness or other obligations; or the occupancy of the Premises or any portion thereof by anyone other than Tenant or Tenant’s and its employees. Notwithstanding the foregoing, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed, provided the proposed assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall be effective for any purpose until such time as fully executed documents of such transaction have been provided to Landlord, and, in the case event of an assignment, the assignee has attorned directly any Transfer to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunder, whether or not then accrued. Except as provided in this Article, this Lease shall be binding upon and inure to the benefit of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability companyan entity then owned by, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or membersunder common control with, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basiscontrolled by Tenant, or any entity resulting from the dissolution of the partnership or limited liability company; and (b) if Tenant is a private corporation (i.e., whose stock is not publicly held and traded through an exchange or over the counter), the: (i) dissolution, merger, merger or consolidation of Tenant, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, (b) any person or entity which acquires Tenant or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date, or (c) or any entity owned directly or indirectly by The McClatchy Company, provided that any such entity acquires all or substantially all of the assets of Tenant’s business that is being conducted on the Premises as of the Effective Date; and provided, that in connection with any of the foregoing, such person or entity has a tangible net worth equal to or greater than The McClatchy Company as of the date of the Effective Date (as may be determined with reference to net worth as reflected on audited financial statements, or other documentation reasonably acceptable to Landlord) (a “Creditworthy Transferee”) or such person or entity causes a guaranty to be executed and delivered to Landlord by a Creditworthy Transferee. Notwithstanding any Transfer, neither Tenant nor any Guarantor shall be released from any of its obligations under this Lease, except that to the extent that (i) the transferee expressly assumes in writing all of Tenant’s obligations under this Lease in a form reasonably acceptable to Landlord, (ii) sale the substitute guarantor, if any, expressly assumes in writing all of the Guarantor’s obligations under the Guarantor in a form reasonably acceptable to Landlord, (iii) the transferee or other transfer the substitute guarantor is a Creditworthy Transferee (collectively, the “Release Conditions”), then Tenant shall thereupon and without further agreement be released of more than all further liability under this Lease from and after the date of the satisfaction of the Release Conditions and Guarantor shall thereupon and without further agreement be released from all further liability under the Guaranty from and after the date of the Release Conditions. Except in the event of a cumulative aggregate Transfer pursuant to clauses (a), (b) or (c) above, no transferee shall be entitled to the zero sum Base Rent and any such transferee shall be required to pay the fair market value of 50Base Rent as reasonably determined by Landlord. Landlord’s consent to any Transfer shall be subject to the further condition that if the rent pursuant to such Transfer exceeds the rent payable under this Lease, 100% of the voting shares amount of such excess shall be paid to Landlord. Tenant (other than to immediate family members shall reimburse Landlord’s reasonable attorneys’ fees and expenses incurred in connection with any Transfer by reason of gift or death); or (iii) sale, mortgage, hypothecation or pledge of more than a cumulative aggregate of 50% of Tenant’s net assets.

Transfer by Tenant. Except as otherwise provided in this Article 16Provided that no Event of Default exists at the time of the Transfer and Tenant’s Construction Obligations have been completed, Tenant shall not, either voluntarily may Transfer this Lease or by operation of law, assign, hypothecate, or transfer this Lease, or sublet the Premises or any part thereof, or permit the Premises or any part thereof to be occupied by anyone other than Tenant or Tenant’s employeesLeasehold Estate in whole but not in part, without Landlord’s prior written consentconsent (except to any Person that is or can elect to be immune from civil process), which shall not be unreasonably withheld or delayedprovided, provided the proposed however, that (a) any assignee or sublessee is reasonably satisfactory to Landlord as to credit and character and will occupy the Premises for purposes not inconsistent with the Permitted Use. Landlord of Tenant shall be under no obligation to give or withhold consent until after all information reasonably required by Landlord with respect to the identity, background, experience a Qualified Developer and financial worth of the proposed assignee, transferee, or subtenant has been provided to Landlord. No hypothecation, assignment, sublease or other transfer to which Landlord has consented shall assume (and shall be effective for any purpose until such time as fully executed documents of such transaction have been provided deemed to Landlord, and, in the case of an assignment, the assignee has attorned directly to Landlord, or, in the case of a sublease, the sublessee has acknowledged that the sublease is subject to all of the terms and conditions of this Lease. Any assignment, mortgage, transfer or subletting of this Lease which is not in compliance with the provisions of this Article 16 shall be voidable and shall, at the option of Landlord, terminate this Lease. The consent by Landlord to an assignment or subletting shall not be construed as relieving Tenant from obtaining the express written consent of Landlord to any further assignment or subletting or as releasing Tenant from any liability or obligation hereunderassume, whether or not then accrued. Except as provided so stated in this Article, the assignment and assumption document) all obligations and liabilities of Tenant under this Lease shall be binding upon and inure related to the benefit time period from and after the effective date of the successors and assigns of the parties. The term “assignment” includes the following, whether accomplished directly or indirectly: (a) if Tenant is a partnership or limited liability company, the withdrawal or change, voluntarily, involuntarily or by operation of law, of a majority of the partners or members, or a transfer of a majority of ownership interests, in the aggregate on a cumulative basis, or the dissolution of the partnership or limited liability company; and (b) if Tenant shall not be released from any of its obligations and liabilities under this Lease related to the time period prior to the effective date of the assignment. Tenant shall, without further action by Landlord, be released of all liability under this Lease related to the time period from and after the effective date of the assignment upon consummation of the assignment transaction. Landlord shall have no liability for any transfer and other taxes payable on account of any Transfer by Tenant. Notwithstanding anything to the contrary in this Lease, prior to completion of Tenant’s Construction Obligations, neither Transfer of this Lease or the Leasehold Estate, nor any Transfers of Equity Interests (to anyone other than Permitted Equity Owners) shall be effected without the prior written consent of Landlord. “Qualified Developer” shall mean a Person (or a wholly owned subsidiary of such Person, so long as such subsidiary is reasonably capitalized, including any financing) who has the business judgment, experience, personal and financial ability and wherewithal to proceed to complete Development in substantially the same way that Tenant could. The Qualified Developer or its Affiliate or principal(s) shall have a private corporation (i.e.minimum net worth of $50,000,000.00, whose stock is not publicly held and traded through an exchange or over the counter)as certified in writing to Landlord by such Qualified Developer. If any transaction violates this Section 17.1, thethen: (i) dissolutionit shall be an Event of Default, merger, or consolidation of Tenant; (ii) sale it shall be null, void, and of no force or other transfer of more than a cumulative aggregate of 50% of the voting shares of Tenant (other than to immediate family members by reason of gift or death)effect; or and (iii) salenotwithstanding the foregoing, mortgageLandlord shall be entitled to equitable relief to cancel and rescind it (without waiving any other rights or remedies, hypothecation or pledge including an award of more than a cumulative aggregate actual provable direct damages, capped at the amount received by the transferor for the Transfer). Tenant shall promptly Notify Landlord of 50% of Tenant’s net assetsany Transfer.