Common use of Assignment Subletting and Encumbrance Clause in Contracts

Assignment Subletting and Encumbrance. Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written consent of Sublandlord and Master Landlord with respect thereto. Provided Master Landlord’s consent is obtained, Sublandlord shall not unreasonably withhold its consent to any proposed sublease; provided, further, however that Sublandlord may require as a condition of granting any such consent that (i) the proposed Subtenant demonstrate that its financial resources are sufficient to service its proposed obligations under such sublease, (ii) the nature of the Subtenant’s proposed use of the Premises and the Subtenant’s character shall be reasonably satisfactory to Sublandlord, and (iii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Except as provided above, Sublandlord may withhold in its sole and absolute discretion its consent to any assignment, mortgage, encumbrance or other transfer of this Sublease. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof shall be null and void and of no effect. Notwithstanding the foregoing, subject to the provisions of the Master Lease, no consent of Sublandlord shall be required in connection with any assignment of this Sublease to an Affiliate pursuant to a merger or reorganization, provided that such entity following the merger or reorganization is of an equal or greater financial worth as Subtenant as of the Effective Date, assumes all of Subtenant’s rights and obligations hereunder, and provided further that Subtenant shall provide Sublandlord with twenty (20) calendar days prior written notice of such merger or reorganization. No consent by Master ▇▇▇▇▇▇▇▇ to any assignment, transfer, subletting of this Sublease in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance. Notwithstanding anything in this Sublease to the contrary, in no event for Subtenant’s fundraising purposes shall the transfer of Subtenant’s stock in connection with an initial public offering constitute an assignment of this Sublease or require Sublandlord’s consent thereto.

Assignment Subletting and Encumbrance. Subtenant 10.1 Prohibitions in General. Tenant shall not voluntarily or (whether voluntarily, involuntarily, or by operation of law or otherwise, law) (i) assign, sublettransfer, mortgage hypothecate, pledge or otherwise encumber Tenant's interest in this Lease or in the Leased Premises, (ii) allow all or any portion part of its the Leased Premises to be sublet, occupied, or used by any person other than Tenant, (iii) transfer any right appurtenant to this Lease or the Leased Premises, (iv) mortgage or encumber the Lease (or otherwise use the Lease as a security device) in any manner, or (v) permit any person to assume or succeed to any interest whatsoever in this Sublease or in the Premises Lease without obtaining the Landlord's prior written consent in each instance, which consent may not be unreasonably withheld. Landlord's consent to any such assignment, sublease, hypothecation, encumbrance, or transfer (collectively "Transfer") shall be evidenced by Landlord's signature on the Assumption Agreement provided for below. Unless otherwise permitted under this Article 10, any Transfer without Landlord's consent shall, at the election of Sublandlord Landlord, constitute an event of default by Tenant under this Lease and Master Landlord shall be voidable at Landlord's option. Landlord's consent to any one such Transfer shall not constitute a waiver of the provisions of this section with respect theretoto any subsequent Transfer or a consent to any subsequent Transfer. Provided Master Landlord’s 's consent is obtained, Sublandlord to any one Transfer shall not unreasonably release Tenant from Tenant's obligations under this Lease. The provisions of this section expressly apply to all heirs, successors, subtenants, assigns and transferees of Tenant. All Transfers and proposed Transfers are subject to the provisions of this section. 10.2 Consent Not Unreasonably Withheld to Assignment or Subleasing. Notwithstanding the foregoing, it shall be reasonable for Landlord to withhold its consent to any proposed sublease; providedassignment or sublease of this Lease, furtherany right or interest in this Lease, however or any right or interest in the Leased Premises or any improvements that Sublandlord may require now or hereafter be constructed or installed in the Leased Premises, on any of the following grounds: 10.2.1 The inability of the Tenant's proposed assignee, subtenant, encumbrancer, hypothecator, or transferee (collectively referred to as a condition the "Transferee") to fulfill the terms of granting any such consent that the Lease; 10.2.2 The financial unsuitability of the Transferee. A Transferee may be presumed to be financially unsuitable if, either: (a) at the time of the proposed transfer, either (i) the proposed Subtenant demonstrate that its financial resources are sufficient to service its proposed obligations under such sublease, net worth of the Transferee shall be less than fifty million dollars ($50,000,000.00); and/or (ii) the nature difference between the current assets and current liabilities of the Subtenant’s proposed Transferee shall be less than five million dollars and no cents ($5,000,000.00); or (b) in the sole determination of Landlord, the Transferee is less financially stable than Tenant. 10.2.3 The non-suitability of the Leased Premises for the intended use by the Transferee; 10.2.4 Any intended unlawful or undesirable use of the Premises and the Subtenant’s character shall be reasonably satisfactory to Sublandlord, and (iii) Subtenant reaffirms, in form satisfactory to Sublandlord, its continuing liability under the Sublease. Except as provided above, Sublandlord may withhold in its sole and absolute discretion its consent to any assignment, mortgage, encumbrance or other transfer of this Sublease. Any assignment, subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions hereof shall be null and void and of no effect. Notwithstanding the foregoing, subject to the provisions Leased Premises; 10.2.5 The need for alteration of the Master Leased Premises; and 10.2.6 The need to modify this Lease, no consent of Sublandlord shall be required in connection with any assignment of this Sublease to an Affiliate pursuant to a merger or reorganization, provided that such entity following the merger or reorganization is of an equal or greater financial worth as Subtenant as of the Effective Date, assumes all of Subtenant’s rights and obligations hereunder, and provided further that Subtenant shall provide Sublandlord with twenty (20) calendar days prior written notice of such merger or reorganization. No consent by Master ▇▇▇▇▇▇▇▇ to any assignment, transfer, subletting of this Sublease in any one instance shall constitute a waiver of the necessity for such consent in a subsequent instance. Notwithstanding anything in this Sublease to the contrary, in no event for Subtenant’s fundraising purposes shall the transfer of Subtenant’s stock in connection with an initial public offering constitute an assignment of this Sublease or require Sublandlord’s consent thereto.