OTHERWISE,
WHETHER PURSUANT TO ONE TRANSACTION OR A SERIES OF TRANSACTIONS AND WHETHER AT
ONE TIME OR OVER A PERIOD OF TIME (A "CHANGE IN CONTROL"), SHALL BE DEEMED AN
ASSIGNMENT AND SHALL BE SUBJECT TO ALL OF THE PROVISIONS OF THIS ARTICLE 15,
INCLUDING, WITHOUT LIMITATION, THE REQUIREMENT THAT TENANT OBTAIN LANDLORD'S
PRIOR WRITTEN CONSENT THERETO, EXCEPT AS PROVIDED IN SECTION 15.11.
FOR
PURPOSES OF THIS SECTION 15.6, A TRANSFER OF CONTROL OF TENANT SHALL BE DEEMED
TO HAVE OCCURRED IF THERE SHALL BE ANY OF THE FOLLOWING: (I) A TRANSFER OF THE
ULTIMATE BENEFICIAL OWNERSHIP OF FIFTY PERCENT (50%) OR MORE OF THE EQUITY
INTERESTS IN TENANT OR OF ANY CLASS OF EQUITY INTERESTS IN TENANT, INCLUDING,
WITHOUT LIMITATION, BY THE ISSUANCE OF ADDITIONAL SHARES
39
OR OTHER EQUITY INTERESTS IN TENANT, (II) A TRANSFER OF THE RIGHT TO RECEIVE
FIFTY PERCENT (50%) OR MORE OF ANY CATEGORY OF DISTRIBUTIONS MADE BY TENANT, OR
(III) A TRANSFER OF THE RIGHT TO DIRECT THE MANAGEMENT OF TENANT, BY CONTRACT OR
OTHERWISE.
NOTWITHSTANDING THE FOREGOING, (A) IF TENANT IS A PUBLIC COMPANY,
LANDLORD'S CONSENT SHALL NOT BE REQUIRED WITH RESPECT TO TRANSFERS OF THE
CAPITAL STOCK OF SUCH TENANT ON A NATIONAL SECURITIES EXCHANGE, UNLESS SUCH
TRANSFERS CONSTITUTE A CHANGE OF CONTROL AND (B) LANDLORD'S CONSENT SHALL NOT BE
REQUIRED WITH RESPECT TO TRANSFERS TO SUCCESSOR ENTITIES PERMITTED IN PARAGRAPH
(B) BELOW.
(B)
TENANT SHALL HAVE THE RIGHT, SUBJECT TO TENANT'S COMPLYING WITH
SECTION 15.4, UPON NOT LESS THAN FIFTEEN (15) DAYS' PRIOR WRITTEN NOTICE TO
LANDLORD, TO ASSIGN ITS ENTIRE INTEREST IN THIS LEASE AND THE LEASEHOLD ESTATE
HEREBY CREATED TO A SUCCESSOR ENTITY (AS SUCH TERM IS HEREINAFTER DEFINED) OF
TENANT, PROVIDED THAT THE SUCCESSOR ENTITY SHALL NOT BE ENTITLED, EITHER
DIRECTLY OR INDIRECTLY, TO DIPLOMATIC OR SOVEREIGN IMMUNITY AND SHALL BE SUBJECT
TO THE SERVICE OF PROCESS IN AND THE JURISDICTION OF THE COURTS OF THE STATE OF
CALIFORNIA.
A "SUCCESSOR ENTITY", AS USED IN THIS SECTION SHALL MEAN A
CORPORATION OR OTHER BUSINESS ENTITY (I) INTO WHICH OR WITH WHICH TENANT, ITS
CORPORATE OR OTHER SUCCESSORS OR PERMITTED ASSIGNS, IS MERGED OR CONSOLIDATED,
IN ACCORDANCE WITH APPLICABLE STATUTORY PROVISIONS FOR THE MERGER OR
CONSOLIDATION OF A CORPORATION OR OTHER BUSINESS ENTITY OR (II) WHICH ACQUIRES
ALL OR SUBSTANTIALLY ALL OF THE TENANT'S ASSETS, PROVIDED THAT BY OPERATION OF
LAW OR BY EFFECTIVE PROVISIONS CONTAINED IN THE INSTRUMENTS OF MERGER OR
CONSOLIDATION OR ACQUISITION, THE LIABILITIES OF THE ENTITIES PARTICIPATING IN
SUCH MERGER OR CONSOLIDATION OR ACQUISITION ARE ASSUMED BY THE CORPORATION OR
OTHER BUSINESS ENTITY SURVIVING SUCH MERGER OR CONSOLIDATION OR ACQUISITION,
ABOVE, PROVIDED THAT, (X) IMMEDIATELY AFTER GIVING EFFECT TO ANY SUCH MERGER OR
CONSOLIDATION OR ACQUISITION, AS THE CASE MAY BE, THE CORPORATION OR OTHER
BUSINESS ENTITY SURVIVING SUCH MERGER OR ACQUISITION SHALL HAVE A NET WORTH NO
LESS THAN THE MINIMUM NET WORTH AND (Y) PROOF OF SUCH ASSETS, CAPITALIZATION AND
NET WORTH, AS EVIDENCED BY A STATEMENT FROM AN ACCEPTABLE ACCOUNTING