(a)  Subject to the further provisions of this Article 5 , neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Premises, nor any part thereof, shall be subleased, be licensed, be used or occupied by any person or entity other than Tenant or be encumbered in any manner by reason of any act or omission on the part of Tenant, and no rents or other sums receivable by Tenant under any sublease of all or any part of the Premises shall be assigned or otherwise encumbered, without the prior consent of Landlord. Notwithstanding any provision of this Article 5 to the contrary, but subject nevertheless to the provisions of Sections 5.01(b) and (c) below, in no event shall Tenant be entitled to sublease any portion of the Premises or assign this Lease or license any of Tenant’s rights hereunder (other than to Affiliates of Tenant) prior to the earlier of (i) the date upon which initial leases have been entered into for 92.5% of the space in the Building and (ii) the date that is 18 months after the Rent Commencement Date (the “ Initial Lease-Up Restriction ”); provided, that (1) the Initial Lease-Up Restriction shall only apply to the extent Landlord then has available or reasonably expects within the next 4 months to have available, comparable space in the Building for a comparable term and (2) the Initial Lease-Up Restriction shall not apply to an Excluded Sublease (as hereinafter defined). Landlord agrees to endeavor to notify Tenant reasonably promptly after initial leases have been entered into for 92.5% of the space in the Building. Except as hereinafter expressly provided, the dissolution or direct or indirect transfer of control of Tenant (however accomplished including, by way of example, the addition of new partners or members or withdrawal of existing partners or members, or transfers of interests in distributions of profits or losses of Tenant, issuance of additional stock, redemption of stock, stock voting agreement, or change in classes of stock) shall be deemed an assignment of this Lease regardless of whether the transfer is made by one or more transactions, or whether one or more persons or entities hold the controlling interest prior to the transfer or afterwards. An agreement under which another person or entity becomes responsible for all or a portion of Tenant’s obligations under this Lease shall be deemed an assignment of this Lease. No assignment or other transfer of this Lease and the term and estate hereby granted, and no subletting of all or any portion of the Premises shall relieve Tenant of its liability under this Lease or of the obligation to obtain Landlord’s prior consent to any further assignment, other transfer or subletting. Any attempt to assign this Lease or sublet all or any portion of the Premises in violation of this Article 5 shall be null and void. Notwithstanding anything to the contrary contained in this Section 5.01(a) , the direct or indirect transfer of shares or other equity interests in Tenant shall not constitute an assignment of this Lease and shall not require Landlord’s consent if accomplished through a recognized stock exchange or through the public “over-the-counter” securities market.