Assignment and Transfers. Except as the Committee may otherwise authorize in its sole discretion, in writing, the Option and the rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. Nothing herein shall be construed as requiring the Committee to honor a domestic relations order except to the extent required under applicable law. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Agreement, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Agreement may be assigned by the Company without the Grantee’s consent.

Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include # the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, # a description of the portion of the Premises to be transferred (the "Subject Space"), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in Section 14.3 below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed $3,500 in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.

Transfers. A Separation from Service has not occurred upon your transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to another Affiliate.

Transfers. PTG may at any time transfer some or all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG on or before January 31, 2025. In each of the foregoing cases, the transfer of assets shall be accompanied by any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of Sections 4.1 and 4.3 shall continue notwithstanding a transfer pursuant to this Section 4.2.

Each Borrower acknowledges that each of the Agent and the Lender has examined and relied on the experience of such Borrower and its general partners, members and (if such Borrower is a trust) beneficial owners, as applicable, in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on the ownership of the Properties by the Borrowers as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Each Borrower acknowledges that each of the Agent and the Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should any Borrower default in the repayment of the Debt or the performance of the Other Obligations, the Lender can recover the Debt by a sale of one or more of the Properties.

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 # a transferee of all or substantially all of the assets of ​, # a transferee which is the resulting entity of a merger or consolidation of ​ with another entity (inclusive of a so-called “reverse triangular” merger), or # an affiliate of ​ (i.e., an entity which is controlled by, controls, or is under common control with, ​ (“Affiliate”)), shall not be deemed a Transfer under this Article 14, (any such assignee or sublessee described in items [(i) through (iii) of this Section 14.8] hereinafter referred to as a “Permitted Transferee”) provided that # ​ notifies ​ of any such assignment or sublease and promptly supplies ​ with any documents or information reasonably requested by ​ regarding such assignment or sublease or such affiliate, # ​ is not in Default, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # in the case of a Permitted Transfer described in [clauses (i) or (ii) above] or an assignment to an Affiliate of ​ pursuant to [clause (iii) above], such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles (“Net Worth”) at least equal to the greater of the Net Worth of ​ as of the date hereof and the Net Worth of ​ on the day immediately preceding the effective date of such assignment or sublease (provided, however, that in the case of an assignment to an Affiliate of ​ pursuant to [clause (iii) above], the Net Worth of ​ and the Net Worth of the Affiliate assignee may, for the purposes of satisfying the Net Worth test above, be combined if and for so long as ​ remains in existence following the assignment in question), and # no assignment relating to this Lease, whether with or without ​’s consent, shall relieve ​ from any liability under this Lease, and, in the event of an assignment of ​’s entire interest in this Lease, the liability of ​ and such transferee shall be joint and several. An assignee of ​’s entire interest in this Lease who qualifies as a Permitted Transferee may also be referred to herein as a “Permitted Transferee Assignee.” “Control,” as used in this Section 14.8, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

Transfers; Consent. Tenant shall not, without the prior written consent of Landlord, # assign, transfer, mortgage, hypothecate, or encumber this Lease or any estate or interest herein, whether directly, indirectly or by operation of law, # permit any other entity to become a Tenant hereunder by merger, consolidation, or other reorganization, # if Tenant is a corporation, partnership, limited liability company, limited liability partnership, trust, association or other business entity (other than a corporation whose stock is publicly traded), permit, directly or indirectly, the transfer of any ownership interest in Tenant so as to result in # a change in the current control of Tenant, # a transfer of twenty-five percent (25%) or more in the aggregate in any twelve (12) month period in the beneficial ownership of such entity or # a transfer of all or substantially all of the assets of Tenant, # sublet any portion of the Premises, or # grant any license, concession, or other right of occupancy of or with respect to any portion of the Premises, or # permit the use of the Premises by any party other than Tenant or a Tenant Party (each of the events listed in this Paragraph 10.1 being referred to herein as a “Transfer”). At least twenty (20) business days prior to the effective date of any proposed Transfer, Tenant shall provide Landlord with a written description of all terms and conditions of the proposed Transfer and all consideration therefor, copies of the proposed documentation, and such information as Landlord may request. Any Transfer made without Landlord’s consent shall be void and shall constitute an Event of Default by Tenant. Tenant shall pay to Landlord $500 as a review fee for each Transfer request and reimburse Landlord for its reasonable attorneys’ fees and all other costs incurred in connection with considering any request for consent to a proposed Transfer. Landlord’s consent to a Transfer shall not release Tenant from its obligations under this Lease (or any guarantor of this Lease of its obligations with respect thereto). Landlord’s consent to any Transfer shall not waive Landlord’s rights as to any subsequent Transfers.

Permitted Transfers. Pursuant to conditions and procedures established by the Administrator from time to time, the Administrator may permit Awards (other than Incentive Stock Options) to be transferred to, exercised by and paid to certain persons or entities related to a Participant. Any such transfers shall be in accordance with the rules of Form S-8 (e.g., limited to immediate family members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations); and provided, further, that such transfers shall not be made for consideration to the Participant. In the case of initial Awards, at the request of the Participant, the Administrator may permit the naming of the related person or entity as the Award recipient. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration).

Other Transfers. Except as expressly permitted by Sections 10(a)(i) and 10(a)(ii), Awards shall not be transferable other than by will or the laws of descent and distribution. Notwithstanding anything to the contrary in this Section 10(a), an Incentive Stock Option shall not be transferable other than by will or the laws of descent and distribution.