Transfers by Tenant. Tenant agrees not to transfer lease or sublease all or any part of the Leased Property to anyone else without the written consent of Landlord, such consent to be granted or denied in Xxxxxxxx's sole and absolute discretion. Xxxxxx agrees that if Tenant transfers this lease or leases or subleases all or a part of the Leased Property to another, without the written consent of Landlord, Xxxxxx has violated this lease.
Transfers by Tenant. Xxxxxx agrees not to transfer this Lease to anyone else without the written permission of the Landlord, such permission to be granted or denied in Landlord's sole and absolute discretion. Tenant agrees not to lease or sublease all or any part of the Leased Property to anyone else without the written consent of Landlord, such consent to be granted or denied in Landlord's sole and absolute discretion. Xxxxxx agrees that if Tenant transfers this lease or leases or subleases all or a part of the Leased Property to another, without the written consent of Landlord, Xxxxxx has violated this lease.
Transfers by Tenant. (a) Without the prior written consent of Landlord in each instance, which consent will not be unreasonable withheld, Tenant shall not do any of the following (as used in this Paragraph, a “Transfer”): (i) assign this Lease or any estate or interest therein, whether absolutely or collaterally as security for any obligation; (ii) sublease any part of the Premises; (iii) permit any assignment of this Lease or any estate or interest therein by operation of law; (iv) grant any license, concession, or other right of occupancy for any part of the Premises; or (v) permit the use of the Premises by any person other than Tenant and its agents and employees; provided, however, Tenant may assign this Lease, or sublet all or a portion of the Premises, to Franklin Synergy Bank, which is or shall be a wholly owned subsidiary of Tenant and a Tennessee chartered Federal Reserve member state bank (“Bank”), without the prior consent of Landlord. If Tenant should assign this Lease, or sublet any portion of the Premises, to Tenant, (x) Tenant shall simultaneously give to Landlord evidence of such assignment or sublease, which assignment or sublease shall be in form and substance acceptable to Landlord, (y) Tenant shall remain primarily liable to Landlord hereunder, and (z) Bank shall execute and deliver a “Lease Authorization”, in a form similar to Exhibit F attached hereto; provided, however, the information and representations of Tenant set forth in that Authorization shall be about or from Bank, not Tenant, and Bank may delete from such Authorization, to the extent Bank deems appropriate, Section (B)(4) thereof. If Tenant should assign this Lease to Bank, Landlord shall exercise its reasonable best efforts to amend this Lease to the extent required by any governmental agency charged by the law with the regulation of Bank.
Transfers by Tenant. Except in connection with the transfer of the ------------------- Lease to an Affiliate as provided in Section 5.4 of the Lease, Tenant shall not assign, convey, mortgage, pledge, hypothecate, encumber, or otherwise transfer any license or grant any license, concession, or other right with respect to the License without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole discretion; and the License shall, at Landlord's sole option, terminate upon the occurrence of any attempted transfer of the License or the Lease or upon a subletting of the Premises except in connection with a transfer of the Lease to an Affiliate as provided for in the Lease.
Transfers by Tenant. Except as otherwise provided herein, Tenant shall not, without the prior written consent of Landlord, which consent may be withheld by Landlord in its sole discretion, assign, mortgage, encumber or transfer its interest in this Lease or any of Tenant’s rights or Obligations hereunder, by Tenant’s action, by operation of law or otherwise, nor sublet, or permit the subletting of, the Demised Premises or the Common Elements or any portion thereof, nor enter into any franchise, concession, license or other occupancy agreement, or grant any franchise, concession, license or other occupancy rights with respect to the Demised Premises or the Common Elements or any portion thereof (any of the foregoing, a “Transfer”). Notwithstanding the foregoing, Tenant may, subject to the provisions of this Article XIII:
Transfers by Tenant. Tenant will not assign or encumber the Letter of Credit, except as may be expressly contemplated by this Section 28, without Landlord’s express prior written consent. Neither Landlord nor its successors or assigns will be bound by any assignment or encumbrance by Tenant unless Landlord has given such consent in advance.
Transfers by Tenant. Tenant shall not assign this Lease or any interest therein, or sublet the Premises or any part thereof, or mortgage, encumber or otherwise transfer or dispose of Tenant's interest in the Premises (each, a "Transfer"), either voluntarily or involuntarily, without the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion. If Tenant requests consent to a proposed Transfer, Tenant shall pay for Landlord's reasonable legal and administrative expenses incurred in reviewing the request for consent to Transfer. Consent to one such Transfer shall not imply any future consent, and all subsequent Transfers shall be made only upon obtaining prior written consent of Landlord. Assignees shall become directly liable to Landlord for all obligations of Tenant under this Lease, but Tenant shall remain liable for all obligations under this Lease. Tenant agrees that the instrument by which any Transfer is accomplished shall expressly provide that the transferee will perform and observe all the agreements, covenants, conditions and provisions to be performed and observed by Tenant under this Lease and that Landlord will have the right to enforce such agreements, covenants and conditions directly against such transferee. It shall be the responsibility of Ten ant to provide Landlord, in a manner reasonably acceptable to Landlord, with such information as Landlord determines is necessary for Landlord to grant or withhold its consent. If Tenant is a corporation or other entity, then any merger, consolidation, liquidation, change in the ownership or power to vote the majority of voting stock or equity interests of Tenant shall constitute a Transfer for the purposes of this Section 8.
Transfers by Tenant. Landlord and Tenant agree that:
Transfers by Tenant. (a) Without the prior written consent of Landlord in each instance, which consent will not be unreasonably withheld, conditioned or delayed, Tenant shall not do any of the following (as used in this Section, a “Transfer”):
Transfers by Tenant. Subject to Section 11.1(e) below, Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreement or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as “Transfers” and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a “Transferee”). The term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of the partnership interests in the partnership, within a twelve (12) month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a privately held corporation (i.e., a corporation whose stock is not publicly held and is not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death) within a twelve (12) month period, or (C) the sale or other transfer of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12) month period. Notwithstanding the foregoing, neither an initial public offering of the common stock of Tenant nor any other sale of Tenant’s capital stock through any public securities exchange or market nor any other issuance of Tenant’s capital stock for bona fide financing purposes (including without limitation any such issuance as a strategic financing in connection with a research, development or other collaboration) shall be deemed to be a Transfer hereunder.
