Example ContractsClausesDeemed Consent Transfers
Deemed Consent Transfers
Deemed Consent Transfers contract clause examples

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of such Transfer), # a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, # an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or # an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items [(A) through (D) of this Section 14.8] hereinafter referred to as a "Permitted Transferee"), provided that # Tenant notifies Landlord at least 30 days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such transfer or transferee as set forth above, # Tenant is not in default, beyond any applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # such Permitted Transferee shall have a tangible net worth (not including goodwill as an asset) calculated pursuant to "GAAP," as that term is defined in Article 21 below, that is reasonably sufficient to meet its obligations under this Lease, and is equal to or greater than the tangible net worth of Original Tenant on the date of this Lease, and # no assignment relating to this Lease, whether with or without Landlord's consent, shall relieve the transferring Tenant from any liability under this Lease, and, in the event of an assignment of Tenant's entire interest in this Lease, the liability of Tenant and such transferee shall be joint and several. "Control," as used in this [Section 14.8], shall mean the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), # an assignment of the Lease to an entity which acquires all or substantially all of the equity interest or assets of Tenant, or # a Transfer in connection with a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items [(i) through (iii) of this Section 14.7] hereinafter referred to as a "Permitted Transferee"), provided that # Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), # a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, # an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or # an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 or payment of the Transfer Premium (any such assignee or sublessee described in items [(A) through (D) of this Section 14.8] hereinafter referred to as a "Permitted Transferee"), provided that # Tenant notifies Landlord at least ten (10) days prior to the effective date of any such assignment or sublease (unless such notice is protected by confidentiality obligations, in which case Tenant shall notify Landlord as soon as is permitted, but not later than ten (10) days after the effective date of such assignment or sublease) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, # Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, # in connection with an assignment under [(C) or (D) 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 One Billion Dollars ($1,000,000,000) with cash on hand of at least Two Million Dollars ($2,000,000), # no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and # the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenant'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 more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of the Original Tenant, i.e., Nektar Therapeutics (an entity which, as defined below, is Controlled by, Controls, or is under common Control with, Nektar Therapeutics (the "Affiliate Permitted Transferee")), # an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or # an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in [clauses (A) through (C) of this Section 14.8] hereinafter referred to as a "Permitted Transferee" and any such assignment or sublease, a "Permitted Transfer"), provided that # Tenant notifies Landlord at least twenty (20) days prior to the effective date of any such assignment or sublease (provided, however, that if Tenant is prohibited by Law from providing such information to Landlord prior to the occurrence of such Permitted Transfer, Tenant shall provide such notice to Landlord promptly following the occurrence of same) and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, # such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease and is for a good business purpose, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # other than in connection with an assignment or subletting to an Affiliate Permitted Transferee pursuant to [clause (A) 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 Sixty Million and 00/100 Dollars ($60,000,000.00), # no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and # the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), # a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, # an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or # an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items [(A) through (D) of this Section 14.8] hereinafter referred to as a "Permitted Transferee"), provided that # Tenant notifies Landlord at least thirty (30) days prior to the effective date of any such assignment or sublease and promptly supplies Landlord with any documents or information reasonably requested by Landlord regarding such Transfer or Permitted Transferee as set forth above, # Tenant is not in default, beyond the applicable notice and cure period, and such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, # 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 Original Tenant on the date of this Lease, and # the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease, # no assignment or sublease relating to this Lease, whether with or without Landlord's consent, shall relieve Tenant from any liability under this Lease, and # the liability of such Permitted Transferee under either an assignment or sublease shall be joint and several with Tenant. An assignee of Tenant'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 more than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of more than fifty percent (50%) of the voting interest in, any person or entity.

Deemed Consent Transfers. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant as of the date of this Lease), # a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange, # an assignment of the Lease to an entity which acquires all or substantially all of the stock or assets of Tenant, or # an assignment of the Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term, shall not be deemed a Transfer requiring

Deemed Consent Transfers; Permitted Transferees. Notwithstanding anything to the contrary contained in this Lease, # an assignment or subletting of all or a portion of the Premises to an Affiliate of Tenant (an "Affiliate" shall mean entity which is controlled by, controls, or is under common control with, Tenant), # a sale of corporate shares of capital stock in Tenant in connection with any public offering or sale of stock on a nationally-recognized stock exchange, # the sale, assignment, transfer or hypothecation of any stock or other ownership interest in Tenant in connection with any bona fide financing or capitalization for the benefit of Tenant, # the sale, assignment, transfer or hypothecation of any stock or other ownership interest in Tenant to an existing shareholder of Tenant (i.e., an existing shareholder in Tenant as of the full execution and delivery of this Lease), # an assignment of this Lease to an entity which acquires all or substantially all of the equity interests or assets of Tenant in one or a series of transactions, or # an assignment of this Lease to an entity which is the resulting entity of a merger or consolidation of Tenant during the Lease Term (or the closing of a merger or consolidation in which Tenant is the surviving entity), shall not be deemed a Transfer requiring Landlord's consent under this Article 14 (any such assignee or sublessee described in items [(A) through (F) of this Section 14.8] is referred to as a "Permitted Transferee" and each such transfer as a "Permitted Transfer"), provided that # Tenant notifies Landlord at least ten (10) days prior to the effective date of any such assignment or sublease (unless such prior notice is prohibited by Applicable Law or

No Transfers Without Landlord Consent. Except as expressly set forth in Section 13.6, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and shall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s express prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 13 shall be void and shall constitute an Event of Default.

Transfers. Except for Permitted Transfers, Borrower shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of its assets.

Transfers. Subject to the terms in Section 1.3, 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 (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to

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