Common use of Additional Transfers Clause in Contracts

Additional Transfers. Subject to the terms set forth in Section 14.8, below, for purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) or more of the partners, or transfer of more than fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation ( i.e., whose stock is not publicly held and not traded through an exchange or over the counter), the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) to immediate family members by reason of gift or death, or (b) by any of Tenant’s investors to any such investor’s limited partners and/or members), or (C) the sale, mortgage, hypothecation or pledge of an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period; provided, however, the parties hereby acknowledge that transactions involving Tenant’s stock or assets that fall below the specified thresholds described in this sentence above shall not require Landlord’s consent. Notwithstanding the foregoing, the raising of capital by Tenant in connection with a sale, issuance or other offering of stock or ownership interests in Tenant (each, together with any related transactions, a “Capital Raising Event”) shall not be deemed a Transfer nor require Landlord’s consent hereunder; provided, however, (1) any such Capital Raising Event shall be for the bona fide purpose of raising capital in Tenant (as opposed to being for the purpose of a total or partial liquidation of an existing shareholder’s interest in Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this Lease, and (2) Tenant shall continue to conduct its business operations in the Premises in accordance with the Permitted Use.

Additional Transfers. Subject to the terms set forth in Section 14.8, below, for For purposes of this Lease, the term “Transfer” shall also include include: (i) if Tenant is a partnership, the cumulative withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty fifty-one percent (5051%) or more of the partners, or the cumulative transfer of more than fifty fifty-one percent (5051%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and ; (ii) if Tenant is a closely held corporation ( (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or Tenant, (B) the sale or other transfer of more than an aggregate of more than fifty fifty-one percent (5051%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) other than to immediate family members by reason of gift or death), or within a twelve (b) by any of Tenant’s investors to any such investor’s limited partners and/or members)12)-month period, or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of more than fifty fifty-one percent (5051%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month 12) month period; providedand (iii) if Tenant is a limited liability company, howeverany cumulative transfer of more than fifty-one percent (51%) of the membership interests. In addition to those types of Transfers specified above in this Article Nine, (i) any change to the parties hereby acknowledge that form of tenant entity or any use of the Property by an individual or entity other than Tenant, whether pursuant to a license or concession, or otherwise, and (ii) any reduction of fifty-one percent (51%) or more in the tangible net worth of Tenant resulting from a transaction or series of transactions involving (whether merger, sale, acquisition, financing, leverage buyout, spin-off, or otherwise), whether or not a formal assignment or hypothecation of this Lease or of Tenant’s stock or assets that fall below the specified thresholds described in this sentence above occurs, shall not require be deemed a Transfer requiring Landlord’s consent. Notwithstanding the foregoing, the raising of capital by Tenant As used in connection with a sale, issuance or other offering of stock or ownership interests in Tenant (each, together with any related transactions, a “Capital Raising Event”) shall not be deemed a Transfer nor require Landlord’s consent hereunder; provided, however, (1) any such Capital Raising Event shall be for the bona fide purpose of raising capital in Tenant (as opposed to being for the purpose of a total or partial liquidation of an existing shareholder’s interest in Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this Lease, “tangible net worth” means the sum of all of Tenant’s assets, less liabilities and (2) Tenant intangible assets, as determined by the use of generally accepted accounting principles, and the reduction of Tenant’s tangible net worth shall continue by measured based on Tenant’s tangible net worth as represented to conduct Landlord as of the time of execution of this Lease. Notwithstanding any language to the contrary in this Article Nine, Landlord may, in its business operations sole discretion, withhold its consent to any proposed assignment of Tenant’s leasehold interest in the Premises Property to a lender as security, whether such proposed assignment is in accordance with the Permitted Use.form of a leasehold deed of trust, leasehold mortgage, or otherwise. Industrial Lease—Las Vegas, Nevada ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Las Vegas, Nevada Switch, Ltd.

Additional Transfers. Subject to the terms set forth in Section 14.8, below, for For purposes of this Lease, the term “"Transfer” " shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty twenty-five percent (5025%) or more of the partners, or transfer of more than fifty twenty-five percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation ( (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) Tenant, the sale or other transfer of more than an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) other than to immediate family members by reason of gift or death), within a twelve (12) month period, or (b) by any of Tenant’s investors to any such investor’s limited partners and/or members), or (CB) the sale, mortgage, hypothecation or pledge of more than an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period; provided, however, 12) month period ((A) and (B) are collectively hereinafter referred to as "Ownership Changes"). Notwithstanding anything to the parties hereby acknowledge that transactions involving Tenant’s stock or assets that fall below the specified thresholds described contrary contained in this sentence above shall not require Landlord’s consent. Notwithstanding the foregoingArticle 14, the raising of capital by Tenant in connection with a sale, issuance or other offering of stock or ownership interests in Tenant (each, together with any related transactions, a “Capital Raising Event”) Ownership Change shall not be deemed a Transfer nor require Landlord’s consent hereunder; provided, however, an act of assignment under this Article 14 provided that (1) any such Capital Raising Event the net worth of the Tenant or the successor entity or purchaser, as applicable, after the Ownership Change shall not be for less than the bona fide purpose net worth of raising capital in Tenant (as opposed to being for of the purpose date of a total or partial liquidation execution and delivery of an existing shareholder’s interest in Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this Lease, and (2) the business of Tenant shall continue continues to conduct its business operations in be operated as a going concern from the Premises in accordance with subsequent to such event, and (3) Landlord receives notice of any such event at least ten (10) days after the Permitted Useeffective date of such event.

Additional Transfers. Subject to the terms set forth in Section 14.8, below, for For purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) or more of the partners, or transfer of more than fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation ( (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) other than to immediate family members by reason of gift or death), or within a twelve (b) by any of Tenant’s investors to any such investor’s limited partners and/or members)12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period; provided. The limitations in this Article 14 (including, howeverwithout limitation, this Section 14.6) shall also not apply to the parties hereby acknowledge that transactions involving infusion of additional equity capital in Tenant or an initial public offering of equity securities of Tenant under the Securities Act of 1933, as amended, which results in Tenant’s stock being traded on a national or assets that fall below regional securities exchange, including, but not limited to, the specified thresholds described NYSE, the NASDAQ Stock Market or the NASDAQ Small Cap Market System. Notwithstanding anything to the contrary in this sentence above shall not require Landlord’s consent. Notwithstanding the foregoingLease, the raising transfer of outstanding capital by Tenant in connection with a sale, issuance stock or other listed equity interests, or the purchase of outstanding capital stock or other listed equity interests, or the purchase of equity interests issued in an initial public offering of stock stock, by persons or ownership interests in Tenant (eachparties other than “insiders” within the meaning of the Securities Exchange Act of 1934, together with as amended, through the “over-the-counter” market or any related transactions, a “Capital Raising Event”) recognized national or international securities exchange shall not be deemed a Transfer nor require Landlord’s consent hereunder; provided, however, (1) any such Capital Raising Event shall be for the bona fide purpose of raising capital included in Tenant (as opposed to being for the purpose of a total or partial liquidation of an existing shareholder’s interest in Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this Lease, and (2) Tenant shall continue to conduct its business operations in the Premises in accordance with the Permitted Usedetermining whether control has been transferred.

Additional Transfers. Subject to the terms set forth in Section 14.8, below, for For purposes of this Lease, the term “Transfer” shall also include include: (i) if Tenant is a partnership, the cumulative withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) or more of the partners, or the cumulative transfer of more than fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and ; (ii) if Tenant is a closely held corporation ( (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or Tenant, (B) the sale or other transfer of more than an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) other than to immediate family members by reason of gift or death), or within a twelve (b) by any of Tenant’s investors to any such investor’s limited partners and/or members)12)-month period, or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month 12) month period; and (iii) if Tenant is a limited liability company, any cumulative transfer of more than fifty percent (50%) of the membership interests. If Tenant is a corporation whose stock is publicly held and traded through an exchange or over the counter, no sale or other transfer of the stock is a Transfer within the meaning of this Article Nine. In addition to those types of Transfers specified above in this Article Nine, any use of the Property by an individual or entity other than Tenant, whether pursuant to a license or concession, or otherwise, shall be deemed a Transfer requiring Landlord’s consent; provided, however, that the parties hereby acknowledge that transactions involving use of any portion of the Property by ▇▇▇▇▇▇ and a third party as part of a partnering, co-development or similar arrangement or association in the ordinary course of Tenant’s stock or assets that fall below business in the specified thresholds described development of drugs shall not constitute a Transfer under this Lease. Notwithstanding any language to the contrary in this sentence above shall Article Nine, ▇▇▇▇▇▇▇▇ agrees not require Landlordto withhold its consent to any proposed assignment of Tenant’s consent. Notwithstanding leasehold interest in the foregoingProperty to a lender as security, whether such proposed assignment is in the raising form of capital by Tenant in connection with a saleleasehold deed to secure debt, issuance leasehold mortgage, or other offering of stock or ownership interests in Tenant (each, together with any related transactions, a “Capital Raising Event”) shall not be deemed a Transfer nor require Landlord’s consent hereunderotherwise; provided, however, (1) any that the granting of such Capital Raising Event shall be for consent is expressly conditioned on the bona fide purpose of raising capital in Tenant (as opposed to being for the purpose full execution and delivery of a total or partial liquidation of an existing shareholderconsent agreement containing terms and conditions reasonably acceptable to Landlord, ▇▇▇▇▇▇▇▇’s interest in lender, Tenant and Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this Lease, and (2) Tenant shall continue to conduct its business operations in the Premises in accordance with the Permitted Use’s lender.

Additional Transfers. Subject to the terms set forth in provisions of Section 14.8, 14.7 below, for purposes of this Lease, the term “''Transfer” '' shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of more than fifty percent (50%) or more of the partners, or transfer of more than fifty percent (50%) or more of partnership interests, within a twelve (12)-month 12) - month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation ( (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of more than fifty percent (50%) or more of the voting shares of Tenant within a twelve (12)-month period (but excluding transfers (a) other than to immediate family members by reason of gift or death), or within a twelve (b12) by any of Tenant’s investors to any such investor’s limited partners and/or members)- month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of more than fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month 12) - month period; provided, however, . 14.7 Non - Transfers. (a) Notwithstanding anything to the parties hereby acknowledge that transactions involving Tenant’s stock or assets that fall below the specified thresholds described contrary contained in this sentence above Article 14 , none of the following shall not require Landlord’s consent. Notwithstanding be deemed a Transfer under this Article 14 and no Transfer Premium shall be payable in connection therewith: (i) an assignment or subletting of all or a portion of the foregoingPremises to a purchaser of all or substantially all of the assets of Tenant; (ii) a transfer to an entity, the raising by operation of capital by Tenant law or otherwise, in connection with a salethe merger, issuance consolidation or other offering reorganization of Tenant or an Affiliate (as hereinafter defined), provided such entity has assets and a net worth at least substantially the same value as the assets and net worth of Tenant immediately prior to such transfer; (iii) a transfer to an Affiliate (as hereinafter defined), or (iv) any change in ownership of Tenant described in Section 14.6 above if, after such change in ownership, the assets and net worth of Tenant are at least substantially the same value as the assets and net worth of Tenant immediately prior to such change in ownership. In addition, sale or transfer of stock of Tenant, Tenant's parent, or ownership interests in Tenant (eachsuch parent's parent, together with through any related transactions, a “Capital Raising Event”) public exchange shall not be deemed a Transfer, and redemption or issuance of additional stock of any class, unless used as a subterfuge to avoid the restrictions on Transfer nor require set forth herein, shall not be deemed a Transfer. With reasonable promptness, and in any event within fifteen (15) days after request by Landlord’s consent hereunder; provided, however, (1) Tenant shall notify Landlord of any such Capital Raising Event assignment, sublease, action, or use which qualifies as such ''non - Transfer'' under this Section 14.7 and shall be for provide such information reasonably necessary to substantiate the bona fide purpose same. ''Affiliate," as used in this Section 14.7 , shall mean an entity which is controlled by Tenant, or is under common control with Tenant ''Control," as used in this Section 14.7, shall mean the possession, direct or indirect, of raising capital in Tenant (as opposed the power to being for direct or cause the purpose direction of the management and policies of a total person or partial liquidation entity, whether through the ownership of an existing shareholder’s interest voting securities, by contract or otherwise. (b) Notwithstanding anything to the contrary contained in Tenant) and is not otherwise a subterfuge by Tenant to avoid its obligations under this LeaseArticle 14 , and (2) Tenant shall continue to conduct its business operations in have the Premises right, after notice in accordance with Section 14.1, to permit other Persons (collectively, the Permitted Use.''Other