Common use of Ownership Transfers Clause in Contracts

Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article 24 unless Landlord's prior consent is obtained, which consent shall not be unreasonably withheld or delayed provided and on condition that: (i) the principal purpose for such assignment is not the circumventing of the restrictions and limitations contained in this Article 24; (ii) Tenant shall notify Landlord, in writing, of any such proposed assignment not less than twenty (20) days prior to the date on which Tenant proposes to assign its interest in this Lease; (iii) the assignee shall be reputable and shall have in the reasonable judgment of Landlord, sufficient financial worth to perform the obligations of Tenant under this Lease (after consideration of the then net worth of each Person providing a guaranty or surety of this Lease to Landlord) as evidenced by the submission to Landlord of financial and other information regarding the proposed assignee, including, without limitation, its business experience, a current financial statement and such other information as Landlord may reasonably request; (iv) Tenant shall within ten (10) days after an assignment is executed deliver to Landlord a copy of such assignment; (v) such assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby such assignee shall assume the

Ownership Transfers. Except as otherwise expressly provided in this Section 24.3, any dissolution, merger, consolidation, or other reorganization of the corporation which constitutes Tenant, or the sale or other transfer of fifty percent (50%) or more of the corporate stock of the corporation, or the sale of fifty percent (50%) or more of the value of the assets of the corporation, shall be deemed an assignment prohibited by this Article 24 unless Landlord's prior consent is obtained, which consent shall not be unreasonably withheld or delayed provided and on condition that: (i) the principal purpose for such assignment is not the circumventing of the restrictions and limitations contained in this Article 24; (ii) Tenant shall notify Landlord, in writing, of any such proposed assignment not less than twenty (20) days prior to the date on which Tenant proposes to assign its interest in this Lease; (iii) the assignee shall be reputable and shall have in the reasonable judgment of Landlord, sufficient financial worth to perform the obligations of Tenant under this Lease (after consideration of the then net worth of each Person providing a guaranty or surety of this Lease to Landlord) as evidenced by the submission to Landlord of financial and other information regarding the proposed assignee, including, without limitation, its business experience, a current financial statement and such other information as Landlord may reasonably request; (iv) Tenant shall within ten (10) days after an assignment is executed deliver to Landlord a copy of such assignment; (v) such assignee shall execute, acknowledge and deliver to Landlord an agreement, in form and substance reasonably satisfactory to Landlord, whereby such assignee shall assume the obligations and performance of this Lease and agree to be personally bound by and upon all of the terms and conditions of this Lease on the part of Tenant to be performed or observed; (vi) each Person providing a guaranty or surety of this Lease to Landlord shall deliver an agreement in form and substance reasonably satisfactory to Landlord reaffirming such Person's obligations and liabilities under its respective agreement, guaranty or surety to Landlord and that such agreement, guaranty or surety remains binding and enforceable against such Person in accordance with its terms; (vii) the assignee shall use and occupy the Premises only for the purposes set forth in this Lease, and for no other purposes, in compliance with the terms and conditions of this Lease; (viii) neither such assignment nor the acceptance of rent by Landlord from such assignee shall, in any way, release, relieve or in any manner affect the liability of Tenant under this Lease, it being the agreement and understanding of the parties that assignor shall be and remain liable under all of the terms and conditions of this Lease; and (ix) neither such assignment nor the acceptance of rent by Landlord from such assignee shall, in any way, release, relieve or in any manner affect the liability of any Person providing a guaranty or surety of this Lease to Landlord. Notwithstanding anything to the contrary contained herein, the transfer of shares of Tenant (if Tenant is a corporation) for purposes of this Section 24 shall not include the sale of shares by persons other than those deemed "insiders" within the meaning of the Securities Exchange Act of 1934, as amended, which sale is effected through the "over-the-counter market" or through any recognized stock exchange.