Assignment of Registration Rights; Transfer of Registrable Securities Clause Samples

Assignment of Registration Rights; Transfer of Registrable Securities. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a Holder to (a) any transferee or assignee of Registrable Securities that after such assignment holds at least 250,000 Registrable Securities (as adjusted for stock splits, combinations and other recapitalization events); or (b) a Permitted Transferee thereof (as defined below); provided, however, that no such rights shall be deemed to be assigned until (i) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) such transferee shall agree to be subject to all provisions and restrictions of a Holder set forth in this Agreement. Any group of two or more affiliated or related Holders shall appoint one representative to give and receive notices under this Agreement on behalf of all such Holders. “Permitted Transferee” means (a) each of the other Holders, the controlling holder thereof (in case of a corporate entity) or the beneficiary thereof (in case of trust); (b) as to any individual Holder – any grandparents, parents, siblings, children, lineal descendant (including step and adopted children), and any spouse (including, former spouse, widow or widower), of such individual or any of the foregoing, or trust of which at least one of the foregoing is the beneficiary; (c) any affiliate of a Holder or of a person indicated in (a) or (b) above; (d) as to any partnership: (1) any of its general and limited partners; (2) any of its affiliates; (3) any person, directly or indirectly, managing such entity; or (4) any entity (and its partners) managed by the same management company or managing general partner, or managed by an affiliate of such management company or managing general partner; or (e) as to a trust, the beneficiary or beneficiaries of such trust. The term “affiliate” of any party hereof shall mean another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person; and “control” (and words of similar import) shall mean beneficial ownership (direct or indirect) of more than 50% of the shares of the subject person entitled to vote in the election of directors (or, in the case of a person that is not a corporation, for the election of the corresponding managing authority).

Assignment of Registration Rights; Transfer of Registrable Securities. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a Holder to (a) any transferee or assignee of Registrable Securities that after such assignment holds at least 500,000 Registrable Securities (as adjusted for stock splits, combinations and other recapitalization events); or (b) a Permitted Transferee thereof (as defined below); provided, however, that no such rights shall be deemed to be assigned until (i) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) such transferee shall agree in writing to be subject to all provisions and restrictions of a Holder set forth in this Agreement. Any group of two or more affiliated or related Holders shall appoint one representative to give and receive notices under this Agreement on behalf of all such Holders. “Permitted Transferee” means as to any partnership: (1) any of its general and limited partners; (2) any of its affiliates; (3) any person, directly or indirectly, managing such entity; or (4) any entity (and its partners) managed by the same management company or managing general partner, or managed by an affiliate of such management company or managing general partner.

Assignment of Registration Rights; Transfer of Registrable Securities. 9.1. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a Holder to any transferee or assignee of all or part of the Registrable Securities held by such Holder, that acquires at least 100,000 Registrable Securities (as adjusted for stock splits, combinations and other recapitalization events); provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, and (ii) such transferee shall agree to be subject to all provisions and restrictions set forth in this Agreement. 9.2. In the event of a sale of Registrable Securities by a Holder, such Holder must also deliver to the Company’s transfer agent, with a copy to the Company, a certificate of subsequent sale reasonably satisfactory to the Company, so that ownership of the Registrable Securities may be properly transferred. The Company will cooperate to facilitate the timely preparation and delivery of certificates (unless otherwise required by applicable law) representing Registrable Securities sold.

Assignment of Registration Rights; Transfer of Registrable Securities. (a) The rights of the Investor or a Holder to registration of Registrable Securities pursuant to Article II of this Agreement may be assigned by the Investor or a Holder to a transferee or assignee of Registrable Securities or the Warrant to which (i) there is transferred to such transferee no less than 100,000,000 shares of Common Stock that are Registrable Securities or a certain number of securities convertible, exchangeable or exercisable into 100,000,000 shares of Common Stock that are Registrable Securities, (ii) such transferee is an affiliate, subsidiary or parent company, family member or family trust for the benefit of a party hereto, or (iii) such transferee or transferees are partners of a Holder, who agree to act through a single representative; provided, however, (A) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the number and type of Registrable Securities that are subject to such assignment and (B) such transferee acquired such securities in a transaction that complied with the Exchange Agreement and shall agree to be subject to all applicable restrictions set forth in the Exchange Agreement and this Agreement. (b) The Investor agrees that in connection with any transfer of Registrable Securities (other than pursuant to Rule 144 or an effective registration statement under the Securities Act), the transferred securities shall be appropriately legended to include customary Securities Act restrictive legends or, if such transferred securities are not in certificated form, appropriate “stop transfer” instructions shall be placed on such transferred securities. For the avoidance of doubt, this provision shall not apply to any Exchange Interim Securities or Shares that are not at the time of such transfer Registrable Securities.

Assignment of Registration Rights; Transfer of Registrable Securities. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a Holder to (a) any one or more transferees or assignees that acquire in one transaction or series of related transactions at least 75% of the Original Registrable Securities held by the transferring or assigning Holder and/or (b) the shareholders, members, partners, beneficiaries or other equity holders of the transferring or assigning Holder; provided, however, that in any such case simultaneously with any such transfer, (i) the transferors shall furnish to the Company written notice of the name and address of such transferee(s) or assignee(s) and the securities with respect to which such registration rights are being assigned, and (ii) such transferee(s) shall agree in writing, on a form to be agreed upon with the Company, to be subject to all provisions and restrictions set forth in this Agreement.

Assignment of Registration Rights; Transfer of Registrable Securities. The rights to cause the Company to register Registrable Securities pursuant to this Agreement may be assigned by a 1% Holder to any transferee of all or part of the Registrable Securities held by such 1% Holder, provided that (i) the transferee is a 1% Holder or becomes a 1% Holder as a result of such transfer, (ii) the transferor furnishes to the Company written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned and (iii) to the extent not previously done so, the transferee delivers to the Company a signed joinder to this Undertaking in form attached hereto.