Tenant's Right to Assign, Transfer or Enter into a Sublease. (a) Except as permitted by the further provisions of this Article 10, Tenant shall not, without the prior consent of Landlord, which consent may be withheld in Landlord’s sole discretion, enter into (i) an Assignment, (ii) a Transfer, or (iii) a Sublease. (b) Notwithstanding Section 10.1(a) hereof, prior to the Stabilization Date, the following transactions may occur without a requirement to obtain Landlord’s consent but subject to the other provisions of this Article 10 (including, without limitation, Sections 10.1(e) and (f) below): (i) an Assignment, Transfer or Sublease to any Person in which the Developer Principals have Developer Principal Control; (ii) one or more Transfers by or within an Institutional Investor; (iii) a Transfer of all or any portion of the Equity Interests in Tenant to one or more members of the family (as defined in Section 267(c)(4) of the Internal Revenue Code) of any Developer Principal or a trust in which all of the beneficial interests are held by one or more members of the family (as defined in Section 267(c)(4) of the Internal Revenue Code) of any Developer Principal; (iv) one or more Permitted Space Leases or one or more Recognized Subleases; and (v) the granting of Recognized Mortgages (subject to the provisions of Article 11); provided, that in all of the foregoing cases: (x) Tenant shall provide Landlord with thirty (30) days’ prior notice of any such Assignment, Transfer or Sublease, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Section 10.1(b); (y) following any such Assignment, Transfer or Sublease, except in the case of a Permitted Removal, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (or another Developer Principal reasonably acceptable to Landlord) shall continue to maintain day-to-day operational and management control of the Project and the Developer Principals shall continue to have legal and beneficial interests in Tenant; and (z) with respect to any such Transfer by or within an Institutional Investor, the Transferee shall be an Institutional Investor and no Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation). (c) Notwithstanding Section 10.1(a) hereof, following the Stabilization Date, Tenant may, with Landlord’s consent, which consent shall not be unreasonably withheld, but subject to the other provisions of this Article 10 (including, without limitation, Sections 10.1(e) and (f) below), enter into an Assignment, Transfer or Sublease; provided, that a Qualified Developer maintains day-to-day operational and managerial control over Tenant. Notwithstanding Sections 10.1(a) and (b) hereof, following the Stabilization Date, the following transactions may occur without a requirement to obtain Landlord’s consent but subject to the other provisions of this Article 10 (including, without limitation, Sections 10.1(e), (f) and (g) below): (i) direct or indirect Equity Interests in Tenant held by an Institutional Investor may be Transferred to any Person who is an Institutional Investor; provided, that after each such Transfer (A) a Qualified Developer maintains day-to-day operational and managerial control over Tenant, and (B) no Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation); provided further, that (with respect to Transfers of direct Equity Interests in Tenant), Landlord shall receive from Tenant not less than ten (10) days’ prior notice of any such Transfer, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Article 10, which notice shall be treated confidentially by Landlord and Lease Administrator and shall not be disclosed to any Person other than officers, employees, agents and designees of Landlord and/or Lease Administrator (except to the extent any such disclosure is required by applicable Requirements); (ii) new members may be admitted as direct members of Tenant; provided, that after each such admission (A) a Qualified Developer maintains day-to-day operational and managerial control over Tenant, and (B) no Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation); provided further, that (with respect to Transfers of direct Equity Interests in Tenant), Landlord shall receive from Tenant not less than ten (10) days’ prior notice of any such Transfer, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Article 10, which notice shall be treated confidentially by Landlord and Lease Administrator and shall not be disclosed to any Person other than officers, employees, agents and designees of Landlord and/or Lease Administrator (except to the extent any such disclosure is required by applicable Requirements);
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Sources: Lease Agreement
Tenant's Right to Assign, Transfer or Enter into a Sublease. (a) Except as permitted by the further provisions of provided in this Article 10, neither Tenant nor a Control Affiliate shall not, undertake a Transfer or Severance without the prior consent of Landlord, which consent may be withheld in Landlord’s 's sole and absolute discretion, enter into (i) an Assignment, (ii) a Transfer, or (iii) a Sublease.
(b) Notwithstanding the provisions of Section 10.1(a10.2(a), Tenant and each Control Affiliate (as applicable) hereofmay, prior to the Stabilization Date, the following transactions may occur without a requirement to obtain Landlord’s 's consent but subject to the other provisions of this Article 10 (including, without limitation, Sections 10.1(e) and (f) below):including the provision of notice to Landlord:
(i) an Assignment, Transfer Mortgage its interest in this Lease and the leasehold estate in the Premises created hereby to one or Sublease to any Person more Recognized Mortgagee in which the Developer Principals have Developer Principal Controlaccordance with Article 11;
(ii) one Assign or more Transfers by Transfer the Lease pursuant to a bona fide foreclosure proceeding or within an Institutional Investora bona fide assignment in lieu of foreclosure, to a Recognized Mortgagee or its Affiliate or designee, provided, however, that such Assignee, Transferee or Major Subtenant shall be a Permitted and Qualified Transferee;
(iii) consummate a Transfer of all or any portion of the Equity Interests in Tenant to one or more members of the family (as defined in Section 267(c)(4) of the Internal Revenue Code) of any Developer Principal or a trust in which all of the beneficial interests are held by one or more members of the family (as defined in Section 267(c)(4) of the Internal Revenue Code) of any Developer PrincipalRecognized Mezzanine Financing;
(iv) one Assign or more Transfer an interest in Tenant or a Control Affiliate pursuant to a bona fide foreclosure proceeding or a bona fide assignment in lieu of foreclosure, in connection with a Recognized Mezzanine Financing, provided, however, that such Assignee, Transferee or Major Subtenant shall be a Permitted Space Leases or one or more Recognized Subleases; andand Qualified Transferee;
(v) Assign or sublease its interest in the granting Lease to any public instrumentality for purposes of Recognized Mortgages obtaining tax-exempt financing;
(subject to vi) Enter into Subleases for the provisions of Article 11); provided, that Premises in all of the foregoing cases: (x) Tenant shall provide Landlord accordance with thirty (30) days’ prior notice of any such Assignment, Transfer or Sublease, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Section 10.1(b); 10.2;
(yvii) following Enter into Severance Leases in accordance with Section 10.8 hereof;
(viii) Sell, transfer or issue stock or other equity interests, or permit members to sell, transfer or issue stock or other equity interests, in Tenant or a Control Affiliate which is effected through the “over-the-counter market” or through any such Assignmentnationally recognized stock exchange;
(ix) Transfer, Transfer directly or Subleaseindirectly, except by merger, consolidation or otherwise, Equity Interests in the case of a Permitted Removal, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation or any Control Affiliate thereof, or enter into a transaction involving the sale of all or substantially all of the assets of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Corporation or any Controlled Affiliate provided that such Transfer is not undertaken for the purpose of avoiding the limitations on Transfer otherwise set forth in this Lease;
(x) Assign or another Developer Principal reasonably acceptable to Landlord) shall continue to maintain day-to-day operational and management control of the Project and the Developer Principals shall continue to have legal and beneficial interests Transfer an interest in Tenant; and (z) with respect Tenant or a Control Affiliate to any such Transfer by or within an Institutional Investor, the Transferee shall be an Institutional Investor and no Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation)wholly-owned Affiliate thereof.
(c) Notwithstanding the provisions of Section 10.1(a) hereof10.2(a), following after Substantial Completion of the Stabilization DateInitial Renovation Work, Tenant or any Control Affiliate may, with Landlord’s consent, which consent shall not be unreasonably withheld, but subject to the other provisions of this Article 10 (including, without limitation, Sections 10.1(e) and (f) below), enter into an Assignment, Transfer or Sublease; provided, that a Qualified Developer maintains day-to-day operational and managerial control over Tenant. Notwithstanding Sections 10.1(a) and (b) hereof, following the Stabilization Date, the following transactions may occur without a requirement to obtain Landlord’s ▇▇▇▇▇▇▇▇'s consent but subject to the other provisions of this Article 10 (including10, without limitationincluding the provision of notice to Landlord , Sections 10.1(e)undertake a Transfer to a Permitted and Qualified Transferee, (f) and (g) below):
(i) direct or indirect Equity Interests in Tenant held by an Institutional Investor may be Transferred to any Person who is an Institutional Investor; provided, provided that after each upon such Transfer (A) the Premises continues to be managed by a Qualified Developer maintains day-to-day operational and managerial control over Tenant, and (B) Manager. In no event shall Transfers to an Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation); provided further, that (with respect to Transfers of direct Equity Interests in Tenant), Landlord shall receive from Tenant not less than ten (10) days’ prior notice of any such Transfer, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Article 10, which notice shall be treated confidentially by Landlord and Lease Administrator and shall not be disclosed to any Person other than officers, employees, agents and designees of Landlord and/or Lease Administrator (except to the extent any such disclosure is required by applicable Requirements);
(ii) new members may be admitted as direct members of Tenant; provided, that after each such admission (A) a Qualified Developer maintains day-to-day operational and managerial control over Tenant, and (B) no Unqualified Person shall own any direct or indirect Equity Interest in Tenant (other than with respect to any corporation which is listed on any national or regional stock exchange or which is listed in the NASDAQ system, minority shareholders of such corporation); provided further, that (with respect to Transfers of direct Equity Interests in Tenant), Landlord shall receive from Tenant not less than ten (10) days’ prior notice of any such Transfer, together with evidence demonstrating that Landlord’s consent is not required pursuant to this Article 10, which notice shall be treated confidentially by Landlord and Lease Administrator and shall not be disclosed to any Person other than officers, employees, agents and designees of Landlord and/or Lease Administrator (except to the extent any such disclosure is required by applicable Requirements);permitted.
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