AND, AT THE OPTION OF
LANDLORD, SHALL CONSTITUTE AN EVENT OF DEFAULT BY TENANT UNDER THIS LEASE, AND
LANDLORD SHALL BE ENTITLED TO PURSUE ANY RIGHT OR REMEDY AVAILABLE TO LANDLORD
UNDER THE TERMS OF THIS LEASE OR UNDER THE LAWS OF THE STATE OF CALIFORNIA.
THE
ACCEPTANCE OF ANY RENT OR OTHER PAYMENTS BY LANDLORD FROM A PROPOSED TRANSFEREE
SHALL NOT CONSTITUTE CONSENT TO SUCH SUBLEASE OR ASSIGNMENT BY LANDLORD OR A
RECOGNITION OF ANY TRANSFEREE, OR A WAIVER BY LANDLORD OF ANY FAILURE OF TENANT
OR OTHER TRANSFEROR TO COMPLY WITH THIS ARTICLE.
15.6
CHANGE IN CONTROL; SUCCESSOR ENTITY.
(A)
FOR THE
PURPOSES OF THIS LEASE, ANY TRANSFER OF CONTROL OF TENANT, BY OPERATION OF LAW
OR 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
40
INTERESTS IN TENANT OR OF ANY CLASS OF EQUITY INTERESTS IN TENANT, INCLUDING,
WITHOUT LIMITATION, BY THE ISSUANCE OF ADDITIONAL SHARES 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