Transfer to a Subsidiary. The sale, assignment, transfer or disposition, whether or not for value, by operation of law, gift, will, or intestacy, of (a) fifty percent (50%) or more of the issued and outstanding stock of Tenant if Tenant is a corporation, or (b) the whole or a partial interest of any general partner, joint venturer, associate or co-tenant, if Tenant is a partnership, joint venture, association or co-tenancy, shall be deemed a Transfer and shall be subject to the provisions of this Article 19; provided that so long as the stock of Tenant is traded on a nationally recognized stock exchange or over the counter market, the sale or other transfer of said stock shall neither be deemed a Transfer hereunder nor require Landlord's consent or approval. Notwithstanding the foregoing, Landlord hereby acknowledges and consents to Tenant’s right, without further approval from Landlord but only after at least sixty (60) days’ prior written notice to Landlord, to sublease the Premises or assign its interest in this Lease (i) to a corporation that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant; (ii) in the event of the merger or consolidation of Tenant with another corporation; or (iii) in connection with the sale of the assets used in connection with the business operated by Tenant at the Building (collectively, the “Permitted Transfers”). No Permitted Transfer shall relieve Tenant of its liability under this Lease and Tenant shall remain liable to Landlord for the payment of all Minimum Monthly Rent, Operating Expenses and Additional Rent and the performance of all covenants and conditions of this Lease applicable to Tenant.
Transfer to a Subsidiary. (a) Each Holder shall have the right, at any time, to (i) transfer any or all of its Company Securities to one or more of its wholly owned and controlled Affiliates (individually, a "Subsidiary" and, collectively, its "Subsidiaries") or (ii) permit any of its Subsidiaries to transfer any or all of the Company Securities held by such Subsidiary to such Holder or another Subsidiary of such Holder; provided, however, that (i) if a Subsidiary of such Holder which owns Company Securities is to cease being a Subsidiary of such Holder for any reason, such Holder shall cause all of such Company Securities to be transferred back to such Holder or to another Subsidiary of such Holder prior to such cessation, (ii) such Holder causes each Subsidiary of such Holder which holds any Company Securities to observe all of the terms of this Agreement and assume and perform all of the obligations, liabilities and duties of such Holder hereunder and (iii) such Holder or its Subsidiaries (at its or their sole cost and expense) obtain, prior to such transfer, all consents, approvals, exemptions and authorizations from, give all notices to and make all filings with any third party (including, without limitation, any financial institution or governmental or quasi-governmental agency, authority, commission, board, bureau or instrumentality) which may be necessary in connection with such transfer.
