Assignment or Sublease to an Affiliate. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to (x) transfer a controlling interest in Tenant, including, without limitation, through an initial public offering, or (y) assign this Lease or sublet the Premises or any part thereof without the prior consent of Landlord to either (A) an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (B) any entity which controls or is controlled by Tenant or is under common control with Tenant (the parties described in parts (A) and (B) being referred to as an “Affiliate”), provided that in any such event (i) Tenant, in the case of clause (x) above, or the Affiliate, in the case of clause (y), has a Tangible Net Worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the Tangible Net Worth of Tenant immediately prior to such merger, consolidation or transfer; (ii) proof satisfactory to Landlord of such Tangible Net Worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or, if confidentiality requirements prevent such disclosure, then within ten (10) days following the effective date of any such transaction), and (iii) the assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
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Assignment or Sublease to an Affiliate. Notwithstanding anything to the contrary contained herein, Tenant shall have the right to (x) transfer a controlling interest in Tenant, including, without limitation, through an initial public offering, or (y) assign this Lease or sublet the Premises or any part thereof without the prior consent of Landlord to either (A) an entity into or with which Tenant is merged or consolidated, or to which all or substantially all of Tenant’s assets are transferred, or (B) any entity which controls or is controlled by Tenant or is under common control with Tenant (the parties described in parts (A) and (B) being referred to as an “Affiliate”), provided that in any such event (i) Tenant, in the case of clause (x) above, or the Affiliate, in the case of clause (y), has a Tangible Net Worth, computed in accordance with generally accepted accounting principles consistently applied, at least equal to the Tangible Net Worth of Tenant immediately prior to such merger, consolidation or transfer; (ii) proof satisfactory to Landlord of such Tangible Net Worth shall have been delivered to Landlord at least ten (10) days prior to the effective date of any such transaction (or, if confidentiality requirements prevent such disclosure, then within ten (10) days following the effective date of any such transaction), and (iii) the assignee or subtenant agrees directly with Landlord, by written instrument in form satisfactory to Landlord in its reasonable discretion, to be bound by all the obligations of Tenant hereunder, including, without limitation, the covenant against further assignment and subletting. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
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