Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 2 contracts
Samples: Earthlink Inc, WWW Holdings Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, merger consolidation or non-bankruptcy reorganization, provided that the surviving corporation Corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iiiii) shall be referred to as a "PERMITTED TRANSFEREEPermitted Transferee"). Notwithstanding the foregoing, in the event that In connection with any assignment as described in the sentence immediately above results above, Landlord shall be entitled to require an increase in the transferee having a net worth below Security Deposit to the minimum requirements specified extent that such increase should be commercially reasonable in (i) Landlord's reasonable discretion given the financial condition of Tenant and (ii) above, respectively, the assignee following such event. Tenant shall not be required to obtain the give Landlord at least sixty (60) days prior written consent notice of Landlord to such any intended transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements Tenant Improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costssublease, shall be deemed "BONUS RENTBonus Rent" and fifty percent (50%) 75% of the Bonus Rent shall be promptly paid to Landlord, Landlord or, as the case may be, fifty percent (50%) 75% of all any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed "Bonus Rent Rent" in the case event of a sublease or assignment to a Permitted TransfereeTransfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, . all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 2 contracts
Samples: Docent Inc, Docent Inc
Assignment or Sublease. a. Tenant shall not assign assign, mortgage, encumber or encumber its interest in otherwise transfer this Lease or sublet the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all whole or any part of the Premises without in each case first obtaining Landlord's prior written consent, which consent shall may not be unreasonably conditioned, delayed or withheld. Any In no event shall an assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale subletting or other transfer of the Lease relieve Tenant of any of its obligations under this Lease. Consent to any such assignment, subletting or transfer shall not operate as a controlling percentage waiver of the capital stock of Tenantnecessity for consent to any subsequent assignment, subletting or the sale of transfer. If such consent is requested and Tenant has subleased at least fifty percent (50%) of the value net rentable square footage of the assets Premises at any given time during the term of Tenant shall be deemed a voluntary assignment. Notwithstanding this Lease, Landlord reserves the sentence immediately aboveright to terminate this Lease, or, if consent is requested for subletting less than the entire Premises, to terminate this Lease with respect to the portion for which such consent is requested, at the proposed effective date of such subletting, in which event Landlord shall enter into the relationship of Landlord and Tenant with any such subtenant or assignee, based on the rent (and/or other compensation) and the term agreed to by such subtenant or assignee and otherwise upon the terms and conditions of this Lease. If Tenant is a corporation, the Tenant shall be entitled to assign any transfer of this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganizationliquidation, or any change in the ownership of a majority of its outstanding voting stock, or power to vote a majority of its outstanding voting stock, shall constitute an assignment for the purpose of this Section 15; provided, however, for the purposes of this Section 15, a public offering of stock registered with the SEC, shall not constitute a transfer. Notwithstanding any of the foregoing in this Section 15.1, Tenant may merge with or be acquired by another corporation, Landlord's consent will not be unreasonably withheld provided that the surviving corporation in connection with any successor entity (upon consummation of such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (iitransaction) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have has a net worth at least equal to that the net worth of Tenant immediately prior to the completion as of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies execution of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by LandlordIf Tenant is a partnership, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment transfer of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent by merger, consolidation, liquidation, dissolution, or any change in the case ownership of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability majority of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information partnership interests shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes the purpose of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 1915.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's Tenants authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, assignment encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If It Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary involuntary, or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage percetage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 18 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, Landlord whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers whichever is not to avoid the restrictions on assignment otherwise applicable under this Section 19greater.
Appears in 1 contract
Samples: Integcom Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this the Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord shall not be unreasonably withheldwithhold. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 17 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers whichever is not to avoid the restrictions on assignment otherwise applicable under this Section 19greater.
Appears in 1 contract
Samples: Invivo Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, reasonable consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) % of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 50% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to an assignment or subletting of the following acts shall be in writingconsidered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute makes an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.benefit of
Appears in 1 contract
Samples: Quality Care Solutions Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant tenant from its subtenants in excess of the Rent rent payable by Tenant tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. The interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Igenisys Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consentconsent which Landlord may withhold or condition in its sole discretion, provided only that Landlord's consent shall not be withheld for an assignment or sublease in connection with a merger or acquisition where the surviving entity has a net worth immediately after the merger or acquisition equal to or greater than that of Tenant immediately prior to the merger or acquisition and the surviving entity will be carrying on the same business as Tenant was engaged in or is carrying on a business compatible with the other businesses in the Project and approved by Landlord, which consent approval shall not be unreasonably withheld. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of TenantXxxxxxxx's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant consent shall not be required for any public offering of securities. The phrase "controlling percentage" means ownership of and right to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date vote stock possessing at least 25% of the transfertotal combined voting power of all classes of Tenant's capital stock issued, outstanding and in connection with such transfer entitled to vote for election of directors. This Section 19 shall provide not apply to Landlord copies corporations the stock of any documents which is traded through an exchange or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after over the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Lease (Tripath Imaging Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord shall not be unreasonably withheldwithhold for tenants meeting Landlord's then existing generally applied standards for creditworthiness and use. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to Landxxxx xx consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up request, whichever is greater. Anything contained herein to a maximum amount of $2,000.00 per request. Each request for consent the contrary notwithstanding, Landlord hereby consents to (provided that Tenant shall notify Landlord in advance of) an assignment of this Lease, or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion part of the Premises, immediately and irrevocably assign to Landlord as security for (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation into which or with which Tenant may be merged or consolidated or (c) any entity to which Tenant sells all or substantially of its assets, provided that the assignee expressly assumes all of Tenant's obligations hereunder and that the No interest of Tenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, mates an assignment for the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, all Rent from any such subletting or assignmenta receiver is appointed with authority to take possession of the Premises. Landlord, as assignee An involuntary assignment shall constitute a default by Tenant and attorney in fact for Tenant, Landlord shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Eden Bioscience Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, partnership a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to or the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 18 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up request, whichever is greater. Any transfer of a controlling percentage of capital stock to a maximum amount of $2,000.00 per request. Each request for consent to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall not be deemed an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19hereunder.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporation the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorneys fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and the appropriateness person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-non- bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of at least fifty percent (50%) of Tenant's capital stock or substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase purchase, or (iii) a transferee reorganization of Tenant through the sale of all or a portion of Tenant's capital stock by Initial Public Offering (an event described in (i) ), (ii), or (iiiii) above shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a "Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19).
Appears in 1 contract
Samples: Medarex Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent In lieu of granting consent to any proposed Transfer for which Txxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Lxxxxxxx's recapture right shall not apply to a sublease or assignment if (a) the term of the sublease ends at least 1 year prior to a Permitted Transfereethe end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord Lxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employeesemployees invitees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold or condition in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Styrochem International LTD
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, subleased shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 1,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the foregoing provisions occurrence of this Section 19, transfers an act of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of default under this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Infoseek Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees invitees, guests or guestsa Permitted Transferee) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, partnership shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) in the event of a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that reorganization of Tenant immediately prior to completion through the sale of the subject merger, consolidation all or reorganization, or (ii) a purchaser of substantially all portion of Tenant's assets, provided that immediately following ’s Capital Stock by Initial Public Offering (such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) event shall be referred to as a "PERMITTED TRANSFEREE"transfer to a “Permitted Transferee”). Notwithstanding the foregoingIn connection with any assignment, Landlord shall be entitled to require an increase in the event Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any assignment as described Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by landlord in accordance with the sentence immediately above results in provisions of the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Sublease. Tenant shall not be required to obtain the give Landlord at least sixty (60) days prior written consent notice of Landlord to such any intended transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Lsi Logic Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 18 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, . whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers whichever is not to avoid the restrictions on assignment otherwise applicable under this Section 19greater.
Appears in 1 contract
Samples: Diversified Security Solutions Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: Seventy-five percent (i75%) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, subleased shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty or seventy-five percent (5075%) of all any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent Landlord less Tenant's reasonable cost of real estate commissions, tenant improvements and reasonable legal fees in the case of a sublease connection with said assignment or assignment to a Permitted Transfereesublet. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's Tenants obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Biomarin Pharmaceutical Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldwithheld for Tenant's meeting the then Project standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that which is traded through an exchange or over the counter. Fifty (a50%) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent In lieu of granting consent to any proposed Transfer for which Tenant is required to obtain Landlord's consent, Landlord resexxxx xhe right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Landlord's recapture right shall not apply to a sublease or assignment if (a) thx xxxx xf the sublease ends at least 1 year prior to a Permitted Transfereethe end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall Tenaxx xxxxl pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for consent the benefit of creditors, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or (b) if a writ of attachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant and Landlord shall have the right to elect to terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant. Anything in this Section 19 to the contrary notwithstanding, Landlord hereby consents to an assignment of this Lease, or to a subletting shall of all or part of the Premises, to (a) the parent of Tenant or to a wholly-owned subsidiary of Tenant or of such parent, (b) any corporation or other entity into which or with which Tenant may be in writingmerged or consolidated, provided that the net worth of the resulting entity is at least equal to Ten Million Dollars ($10,000,000), or (c) any entity to which Tenant sells all or substantially all of its assets, provided that the net worth of the resulting entity is at least equal to Ten Million Dollars ($10,000,000), and shall be accompanied by information as may be relevant to Landlordsuch entity expressly assumes all of Tenant's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublesseeobligations hereunder. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting Transfer of all or any portion of the Premises, immediately and irrevocably assign ownership of stock in Tenant shall not be deemed an assignment of this Lease if such transfer is made (x) pursuant to Landlord as security for Tenant's obligations under or in connection with an initial public offering or any offering of the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for stock of Tenant, shall have or (y) once the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares stock of Tenant which trade in the over-the-counter market or any is publicly traded on a recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19public stock exchange.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, subleased shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 1,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable collectible pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding Lease provided, however, that Landlord shall have no right to collect such rent and other revenues until the foregoing provisions occurrence of this Section 19, transfers an act of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of default under this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Infoseek Corp
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) in the event of a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that reorganization of Tenant immediately prior to completion through the sale of the subject merger, consolidation all or reorganization, or (ii) a purchaser of substantially all portion of Tenant's assets, provided that immediately following ’s Capital Stock by Initial Public Offering (such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) event shall be referred to as a "PERMITTED TRANSFEREE"transfer to a “Permitted Transferee”). Notwithstanding the foregoingIn connection with any assignment, Landlord shall be entitled to require an increase in the event Security Deposit to the extent that such increase should be commercially reasonable in Landlord’s discretion given the financial condition of Tenant and the assignee following such event. In connection with any assignment as described Sublease, Landlord shall be entitled to hold any Security Deposit paid by Sublessee to Sublessor, which Security Deposit shall be held by Landlord in accordance with the sentence immediately above results in provisions of the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Sublease. Tenant shall not be required to obtain the give Landlord at least sixty (60) days prior written consent notice of Landlord to such any intended transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Pixelworks Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheldLandlord may withhold in its sole discretion. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, partnership a withdrawal or change, voluntary, involuntary or by operation of law of any partner, ; or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to or the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, ; consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 18 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to Landxxxx xx consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up request, whichever is greater. Any transfer of a controlling percentage of capital stock to a maximum amount of $2,000.00 per request. Each request for consent to merger, consolidation or reorganization with any affiliated entity, family member or person having interest in Tenant shall not be deemed an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19hereunder.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's ’s consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's ’s prior written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's ’s prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's ’s assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase purchase, or (iii) a sale or transfer of a controlling percentage of the capital stock of Tenant if (1) such sale or transfer occurs in direct connection with any bona fide financing for the benefit of Tenant, or (2) at such time Tenant becomes a publicly traded corporation (a transferee described in (i), (ii) or (iiiii) shall be referred to as a "PERMITTED TRANSFEREE"“Permitted Transferee”). Notwithstanding the foregoing, in the event that In connection with any assignment as described in the sentence immediately above results above, Landlord shall be entitled to require an increase in the transferee having a net worth below Security Deposit to the minimum requirements specified extent that such increase should be commercially reasonable in (i) Landlord’s reasonable discretion given the financial condition of Tenant and (ii) above, respectively, the assignee following such event. Tenant shall not be required to obtain the give Landlord at least sixty (60) days prior written consent notice of Landlord to such any intended transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, Transferee and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements Tenant Improvements made at the request of subtenants and attorneys' ’ fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costssublease, shall be deemed "BONUS RENT" “Bonus Rent” and fifty percent (50%) 75% of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) 75% of all any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed “Bonus Rent Rent” in the case event of a sublease or assignment to a Permitted TransfereeTransfer. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's ’s reasonable attorneys' ’ fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's ’s determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's ’s obligations under the Lease, all Rent from any such subletting or assignment. Upon a default by Tenant, Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's ’s obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Lease (Docent Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent Landlord may withhold or condition in its sole discretion. No assignment or sublease shall not be unreasonably withheldrelease Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent In lieu of granting consent to any proposed Transfer for which Xxxxxx is required to obtain Landlord's consent, Landlord reserves the right to terminate this Lease or, in the case of subletting of less than all the Premises, to terminate this Lease with respect to such portion of the Premises, as of the proposed effective date of such Transfer, in which event Landlord may enter into the relationship of landlord and tenant with such proposed Transferee. Notwithstanding the foregoing, Xxxxxxxx's recapture right shall not apply to a sublease or assignment if (a) the term of the sublease ends at least 1 year prior to a Permitted Transfereethe end of the term of the Lease and contains no extension rights, and (b) the total area subleased, including the sublease at issue, will be less than 80% of the Premises. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consentconsent which Landlord may withhold or condition in its sole discretion, which provided only that (a) Landlord shall consent to a merger or combination and associated assignment or sublease for the same use where (i) the succeeding entity has a net worth equal to or greater than that of Tenant immediately prior to the assignment or sublease and (ii) Tenant's management team is a substantial part of the management team of the successor entity and (b) Landlord shall not be unreasonably withheldconsent to a sublease for the same use to a subtenant of equal or greater financial strength from Tenant. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up request, whichever is greater, not to a maximum amount exceed $250 per transaction. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. Tenant An involuntary assignment shall provide constitute a default by Xxxxxx and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Onyx Software Corp/Wa
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant shall not be required to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, subleased shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Media Arts Group Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. Notwithstanding the foregoing, Landlord's consent shall not be required for any assignment or subletting to (i) an affiliate of Tenant, so long as such assignment or sublease is not simply one step in a transaction through which an interest of Tenant is or under this Lease or in the Premises is being transferred ultimately to a person which is not an affiliate of Tenant, or (ii) an entity occupying space within the Premises solely in connection with joint development projects with Tenant. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase purchase, or (iii) a transferee reorganization of Tenant through the sale of all or a portion of Tenant's Capital Stock by Initial Public Offering (an event described in (i), (ii) or (iiiii) above shall be referred to as a transfer to a "PERMITTED TRANSFEREE"). Notwithstanding the foregoing, in the event that In connection with any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant Landlord shall not be required entitled to obtain the prior written consent of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of require an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and . Tenant shall give Landlord at least thirty (c30) if for days prior written notice of any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such intended transfer to a Permitted Transferee and in connection with such transfer shall constitute an uncurable event provide to Landlord copies of default under this Leaseany documents or other information as Landlord may reasonably request. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting 21 therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costssublease, shall be deemed "BONUS RENT" and fifty Seventy-five percent (5075%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty Seventy-five percent (5075%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There Notwithstanding the foregoing, during the first thirty six (36) months of the Term of this Lease Tenant shall be no deemed required to pay only 50% of the Bonus Rent in to Landlord with respect to the case Sublease of a sublease or assignment to a Permitted Transfereeany portion of the Expansion Premises. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount of $2,000.00 per request. Each request for consent to an assignment or subletting shall be in writing, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19.
Appears in 1 contract
Samples: Arena Pharmaceuticals Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, which consent shall not be unreasonably withheld. RIDER NO. 31 Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other or to a third party shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 50% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant RIDER NO. 32 The preceding two sentences shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Leasecounter. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this LeaseRIDER NO. 33 All Rent rent received by Tenant from its subtenants in excess of the Rent rent payable by Tenant to Landlord under this Lease applicable to the portion (allocated on a square footage basis in cases of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, partial subleasing) shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all and any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent xxxxxxx to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, landlord shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
Appears in 1 contract
Samples: Medicalogic Inc
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's ’s authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, ’s consent which consent shall not be unreasonably withheldwithheld for tenants meeting Landlord’s then-existing standards for creditworthiness and use. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior ’s written consent shall be voidable and at Landlord's ’s election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding The phrase “controlling percentage” means ownership of and right to vote stock possessing at least 25% of the sentence immediately abovetotal combined voting power of all classes of Tenant’s capital stock issued, if the Tenant is a corporation, the Tenant shall be outstanding and entitled to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote for election of the date of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all of Tenant's assets, provided that immediately following such purchase, such purchaser shall have a net worth at least equal to that of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that which is traded through an exchange or over the counter. Seventy-five (a75%) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Lease. All Rent all rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleasedLease, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and or any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease after deducting therefrom brokers‘ commissions, reasonable attorneys‘ fees and costs for improving the Premises for such subtenants or assignee (said costs to be amortized, without interest, over the term of the sublease or remaining term of the Lease, as applicable), shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant requests Landlord to consent to a proposed assignment or subletting, Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal $100 or Landlord’s reasonable attorney’s fees, not to Landlord's reasonable attorneys' fees and costs exceed $1,000, incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, or institutes proceedings under the Bankruptcy Act in which Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; or subletting shall be (b) if a writ of attachment or execution is levied on this Lease; or (c) if in writingany proceeding or action to which Tenant is a party, and shall be accompanied by information as may be relevant a receiver is appointed with authority to Landlord's determination as to the financial and operational responsibility and stability take possession of the proposed assignee or sublessee and the appropriateness of the proposed use by such assignee or sublessee. Such information shall include a summary of the proposed use of, and any proposed modifications to, the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards terminate this Lease, in which case this Lease shall not be treated as an asset of Tenant's obligations under the Lease. Notwithstanding anything to the foregoing provisions of this Section 19, transfers of shares of Tenant which trade contrary contained in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of this Lease, provided that the principal purpose net worth of such transfer or transfers the succeeding entity is not less than 75% of the net worth of Tenant, Tenant may assign this Lease or sublet the Premises, or any portion thereof, without Landlord’s consent, to avoid any entity which controls, is controlled by, or is under common control with Tenant; to any entity which results from a merger of, reorganization of, or consolidation with Tenant; to any entity engaged in a joint venture with Tenant; or to any entity which acquires substantially all of the restrictions on stock or assets of Tenant, as a going concern, with respect to the business that is being conducted in the Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection with any bona fide financing or capitalization for the benefit of Tenant, or (2) Tenant is or becomes a publicly traded corporation. Landlord shall have no right to terminate the Lease in connection with, and shall have no right to any sums or other economic consideration resulting from any Permitted Transfer. Landlord reserves the right to recapture the Premises should Tenant propose to assign or sublease the Premises by any transfer other than a Permitted Transfer. Tenant shall first notify Landlord, by written notice, of its intent to sublease or assign the Lease to a third party and Landlord may recapture the Premises giving notice to Tenant in writing within five (5) business days after delivery of Tenant’s notice. In the event Landlord exercises such right Tenant promptly shall surrender the Premises to Landlord in accordance with the provisions of the Lease, the parking reallocation obligations of Section 11 shall become effective, Tenant’s share of Expenses shall be recomputed, and Landlord shall again have the right to make reasonable allocations of utilities for non-separately-metered utilities. In the event Landlord elects not to recapture the Premises, Tenant shall thereafter have the right to sublease or assign to an outside entity subject to Section 19 of the Lease, subject to the Landlord’s right to recover 75% of rent paid in excess of the Base Rent. In the event that Tenant enters into a Lease Assignment or Sublease that is not a Permitted Transfer and for which consent of Landlord was required but was not obtained, Landlord may recapture the entire Premises in the event of a wrongful assignment otherwise applicable under this Section 19and the portion of the Premises subleased in the event of a wrongful sublease. In the event that Tenant enters into a Lease Assignment or Sublease and for which consent of Landlord was required but was not obtained, Landlord may recapture the entire Premises in the event of a wrongful assignment and the portion of the Premises subleased in the event of a wrongful sublease.
Appears in 1 contract
Samples: Letter Agreement (Blue Nile Inc)
Assignment or Sublease. a. Tenant shall not assign or encumber its interest in this Lease or the Premises or sublease all or any part of the Premises or allow any other person or entity (except Tenant's authorized representatives, employees, invitees invitees, or guests) to occupy or use all or any part of the Premises without first obtaining Landlord's consent, consent which consent shall not be unreasonably withheld, conditioned or delayed for tenant's meeting the then project standard for creditworthiness and use.. No assignment or sublease shall release Tenant from the obligation to perform all obligations under this Lease. Any assignment, encumbrance or sublease without Landlord's prior written consent shall be voidable and at Landlord's election, shall constitute a default. If Tenant is a partnership, a withdrawal or change, voluntary, involuntary or by operation of law of any partner, or the dissolution of the partnership, shall be deemed a voluntary assignment. If Tenant consists of more than one person, a purported assignment, voluntary or involuntary or by operation of law from one person to the other shall be deemed a voluntary assignment. Subject to the last sentence of this Section 19.a, if If Tenant is a corporation, any dissolution, merger, consolidation or other reorganization of Tenant, or sale or other transfer of a controlling percentage of the capital stock of Tenant, or the sale of at least fifty percent (50%) 25% of the value of the assets of Tenant shall be deemed a voluntary assignment. Notwithstanding the sentence immediately above, if the Tenant is a corporation, the Tenant shall be entitled The phrase "controlling percentage" means ownership of and right to assign this Lease without Landlord's prior written consent to: (i) a successor corporation related to Tenant by merger, consolidation or non-bankruptcy reorganization, provided that the surviving corporation in connection with any such assignment shall have a minimum net worth as vote stock possessing at least 25% of the date total combined voting power of the assignment at least equal to that of Tenant immediately prior to completion of the subject merger, consolidation or reorganization, or (ii) a purchaser of substantially all classes of Tenant's assetscapital stock issued, provided that immediately following such purchase, such purchaser shall have a net worth at least equal outstanding and entitled to that vote for election of Tenant immediately prior to the completion of the subject purchase (a transferee described in (i) or (ii) shall be referred to as a "PERMITTED TRANSFEREE")directors. Notwithstanding the foregoing, in the event that any assignment as described in the sentence immediately above results in the transferee having a net worth below the minimum requirements specified in (i) and (ii) above, respectively, Tenant This Section 19 shall not be required apply to obtain corporations the prior written consent stock of Landlord to such transfer to a Permitted Transferee; provided that (a) Tenant shall provide written notice to Landlord of such transfer within thirty (30) days after which is traded through an exchange or over the effective date of the transfer, and in connection with such transfer shall provide to Landlord copies of any documents or other information as Landlord may reasonably request; (b) for a period of sixty (60) days after the effective date of such transfer, Landlord and Tenant shall confer in good faith to attempt to agree on terms and conditions, including without limitation, modifications of the Lease and/or the requirement of an increase in the Security Deposit to the extent that such increase should be commercially reasonable in Landlord's discretion given the financial condition of Tenant and the assignee following such event; and (c) if for any reason, Landlord and Tenant do not agree upon such terms and conditions within such sixty (60) day period, such transfer to a Permitted Transferee shall constitute an uncurable event of default under this Lease. Unless otherwise expressly agreed in writing by Landlord, no assignment shall relieve Tenant of any of its obligations pursuant to this Leasecounter. All Rent rent received by Tenant from its subtenants in excess of the Rent payable by Tenant to Landlord under this Lease applicable to the portion of the Premises subleased, after deducting therefrom the commercially reasonable brokerage commissions, moving allowance to subtenants, tenant improvements made at the request of subtenants and attorneys' fees incurred by Tenant in negotiating and documenting the sublease and any other reasonable subleasing costs, shall be deemed "BONUS RENT" and fifty percent (50%) of the Bonus Rent shall be promptly paid to Landlord, or, as the case may be, fifty percent (50%) of all or any sums (determined in the same manner as Bonus Rent) to be paid by an assignee to Tenant in consideration of the assignment of this Lease shall be promptly paid to Landlord. There shall be no deemed Bonus Rent in the case of a sublease or assignment to a Permitted Transferee. If Tenant Xxxxxx requests Landlord Xxxxxxxx to consent to a proposed assignment or subletting, . Tenant shall pay to Landlord, whether or not consent is ultimately given, an amount equal to $100 or Landlord's reasonable attorneys' attorney's fees and costs incurred in connection with such request up to a maximum amount request, whichever is greater. No interest of $2,000.00 per requestTenant in this Lease shall be assignable by involuntary assignment through operation of law (including without limitation the transfer of this Lease by testacy or intestacy). Each request for consent to of the following acts shall be considered an involuntary assignment: (a) if Tenant is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or subletting shall be institutes proceedings under the Bankruptcy Act in writingwhich Tenant is the bankrupt; or if Tenant is a partnership or consists of more than one person or entity, and shall be accompanied by information as may be relevant to Landlord's determination as to the financial and operational responsibility and stability if any partner of the proposed assignee partnership or sublessee and other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the appropriateness benefit of the proposed use by such assignee creditors; or sublessee. Such information shall include (b) if a summary writ of the proposed use ofattachment or execution is levied on this Lease; or (c) if in any proceeding or action to which Tenant is a party, and any proposed modifications to, a receiver is appointed with authority to take possession of the Premises. An involuntary assignment shall constitute a default by Tenant shall provide and Landlord with such other or additional information and/or documentation as may reasonably be requested by Landlord. Tenant shall, upon completion of any assignment or subletting of all or any portion of the Premises, immediately and irrevocably assign to Landlord as security for Tenant's obligations under the Lease, all Rent from any such subletting or assignment. Landlord, as assignee and attorney in fact for Tenant, shall have the right to collect all rent and other revenues collectable pursuant elect to any such sublet or assignment and apply such rent and other revenues towards Tenant's obligations under the Lease. Notwithstanding the foregoing provisions of this Section 19, transfers of shares of Tenant which trade in the over-the-counter market or any recognized national securities exchange shall not constitute an assignment for purposes of terminate this Lease, provided that the principal purpose in which case this Lease shall not be treated as an asset of such transfer or transfers is not to avoid the restrictions on assignment otherwise applicable under this Section 19Tenant.
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