Common use of Non-Transfers Clause in Contracts

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an “AFFILIATE”), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. “CONTROL,” as used in this SECTION 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything the foregoing provisions of this Section 14 to the contrary contained in this ARTICLE 14contrary, the following transfers (each a “Permitted Transfer”) shall not constitute an assignment or subletting sublease requiring the consent or approval of all Landlord under this Lease, and will not extend any Rent Differential right or a portion termination right or option to Landlord: (a) to an affiliate of the Premises to Tenant; that is, any entity which controls, is controlled directly or indirectly by Tenantby, or which is under common control with, Tenant; (b) to an entity controls, directly or indirectly, Tenant (in each such case, an “AFFILIATE”), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any a reorganization of or merger or consolidation of with Tenant or a successor resulting from a legislative act; (c) to any an entity which purchases acquires all or substantially all of the stock or assets of Tenant’s business for good business purpose and not principally for the purpose of transferring this Lease in contravention of the restrictions contained herein; or (d) of any stock or other ownership or partnership interest in Tenant, shall not be deemed a Transfer under this ARTICLE 14or any affiliate of Tenant, provided whose stock or other ownership or partnership or membership interest is publicly traded on any national, regional or other stock exchange or “over-the-counter” market; provided, that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that promptly supplies Landlord with all of the applicable Transfer is documentation described in Subsection 14.3 above. Any such transferee or affiliate described in this Subsection 14.10 shall be referred to an in this Lease as a “Permitted Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. .” “CONTROLControl,” as used in this SECTION 14.7for the purposes hereof, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or an entity, whether by ownership of voting securities, by contract or otherwise.

Non-Transfers. Notwithstanding anything to the contrary contained in this ARTICLE 14, an assignment or subletting of all or a portion of the Premises to any entity which is controlled directly or indirectly by Tenant, or which entity controls, directly or indirectly, Tenant (in each such case, an “"AFFILIATE”"), or any entity which owns or is owned by an Affiliate, or any assignment by operation of law or otherwise resulting from any merger or consolidation of Tenant or to any entity which purchases all or substantially all the stock or assets of Tenant, shall not be deemed a Transfer under this ARTICLE 14, provided that at least ten (10) business days prior to such assignment or sublease (or, if precluded by applicable securities laws from giving advance notice, within ten (10) business days after such assignment or sublease, or, if later, promptly after Tenant is legally permitted to inform Landlord): (i) Tenant notifies Landlord of any such assignment or sublease and certifies that the applicable Transfer is to an Affiliate; and (iii) such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease. In the event an assignment or sublease to an Affiliate is made pursuant to the TCCs of this SECTION 14.7, Tenant shall not be relieved of its obligations under this Lease. “"CONTROL,” " as used in this SECTION 14.7, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether by ownership of voting securities, by contract or otherwise.