Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 9 contracts
Samples: Registration Rights Agreement (Exicure, Inc.), Registration Rights Agreement (Exicure, Inc.), Registration Rights Agreement (Crinetics Pharmaceuticals, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 6 contracts
Samples: Registration Rights Agreement (I Link Inc), Registration Rights Agreement (Vitech America Inc), Convertible Preferred Stock Purchase Agreement (Coyote Network Systems Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock, the Common Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 4 contracts
Samples: Registration Rights Agreement (Edgewater Foods International, Inc.), Registration Rights Agreement (International American Technologies, Inc.), Registration Rights Agreement (Edgewater Foods International, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 4 contracts
Samples: Registration Rights Agreement (OptimizeRx Corp), Registration Rights Agreement (MDwerks, Inc.), Registration Rights Agreement (MDwerks, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 4 contracts
Samples: Registration Rights Agreement (Edgewater Foods International, Inc.), Registration Rights Agreement (Dirt Motor Sports, Inc.), Registration Rights Agreement (Edgewater Foods International, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 3 contracts
Samples: Registration Rights Agreement (Foldera, Inc), Registration Rights Agreement (Quantrx Biomedical Corp), Registration Rights Agreement (Glowpoint Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of to any Person who acquires all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 3 contracts
Samples: Registration Rights Agreement (China Bio Energy Holding Group Co., Ltd.), Registration Rights Agreement (Emazing Interactive, Inc.), Registration Rights Agreement (China Integrated Energy, Inc.)
Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 3 contracts
Samples: Registration Rights Agreement (Intellicall Inc), Securities Purchase Agreement (Intellicall Inc), Registration Rights Agreement (Intellicall Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 3 contracts
Samples: Registration Rights Agreement (Merchandise Creations, Inc.), Registration Rights Agreement (Merchandise Creations, Inc.), Registration Rights Agreement (Ambient Corp /Ny)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementConvertible Note. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Exco Resources Inc), Registration Rights Agreement (Venus Exploration Inc)
Assignment of Registration Rights. The rights of each Holder the Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of such Holder of all or a portion of the shares of Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, ; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company. The rights to assignment shall apply to the Holders (each Holder and to subsequent) its subsequent successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Intrusion Inc), Registration Rights Agreement (Intrusion Inc)
Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Debentures, Common Shares or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Palomar Medical Technologies Inc), Registration Rights Agreement (Palomar Medical Technologies Inc)
Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Palomar Medical Technologies Inc), Registration Rights Agreement (Palomar Medical Technologies Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Issuance Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ziopharm Oncology Inc), Registration Rights Agreement (Ziopharm Oncology Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Common Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Long-E International, Inc.), Registration Rights Agreement (Long-E International, Inc.)
Assignment of Registration Rights. The rights of each the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder to any transferee of the Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, ; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment Agreement and shall apply to be for no less than 10% of the Holders (and to subsequent) successors and assigns.Registrable
Appears in 2 contracts
Samples: Securities Purchase Agreement (Medijane Holdings Inc.), Registration Rights Agreement (Cytrx Corp)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementAgreement and (vi) at least 10,000 shares of Registrable Securities (appropriately adjusted for any stock dividend, split or combination of the Common Stock) are being transferred to such transferee or assignee in connection with such assignment of rights. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Thrustmaster Inc), Registration Rights Agreement (Thrustmaster Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Investors to transferees or assignees of all or a any portion of the such securities or Warrants exercisable into Registrable Securities if: only if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (Miravant Medical Technologies), Registration Rights Agreement (Cel Sci Corp)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, hereunder shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the Purchaser Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 8(j), the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (GTX Inc/Tn), Registration Rights Agreement (GTX Inc/Tn)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Warrants or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ambient Corp /Ny), Registration Rights Agreement (Bluephoenix Solutions LTD)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee of such Holder of all or a portion of the shares of Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Virtual Communities Inc/De/), Registration Rights Agreement (Virtual Communities Inc/De/)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementTransaction Documents. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Warrant Purchase Agreement (Sino Gas International Holdings, Inc.), Registration Rights Agreement (Sino Gas International Holdings, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company Issuer register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company Issuer within a reasonable time after such assignment, (ii) the Company Issuer is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company Issuer receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company Issuer to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Intrexon Corp), Registration Rights Agreement (Ziopharm Oncology Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementWarrant. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Moventis Capital, Inc.), Registration Rights Agreement (Moventis Capital, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns..
Appears in 2 contracts
Samples: Registration Rights Agreement (Alimera Sciences Inc), Registration Rights Agreement (Alimera Sciences Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sino Gas International Holdings, Inc.), Registration Rights Agreement (Dolce Ventures, Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all to any Person acquiring the Notes or a portion of the Registrable Securities Warrants from such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kaching Kaching, Inc.), Registration Rights Agreement (Duke Mining Company, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of such Holder, any other Holder or Affiliate of any other Holder and up to four other assignees of all or a portion of the Debentures or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 2 contracts
Samples: Registration Rights Agreement (Team Communication Group Inc), Registration Rights Agreement (Team Communication Group Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Buyers to any transferee of all or a any portion of the such Buyer's Registrable Securities if: (i) the Holder Buyer agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee or assignee, as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Quest Patent Research Corp)
Assignment of Registration Rights. The Subject to Section 6(a), any of the rights of each Holder the Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall may be assignable assigned by each Holder to any transferee of all or a any portion of the Warrant or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, and (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementWarrant. The transferee, by acceptance of the transfer of any registration rights to assignment shall apply hereunder, acknowledges that it takes such rights subject to the Holders (terms and conditions hereof. Upon any transfer of less than all of its Registrable Securities, the Holder retains registration rights with respect to subsequent) successors and assignsRegistrable Securities held by it.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws to the extent required, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7.8, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.and
Appears in 1 contract
Samples: Registration Rights Agreement (Assure Holdings Corp.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Shares or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities to any person if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Ricks Cabaret International Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, Agreement and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (K Tel International Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any transferee or assignee of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementAgreements. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Debentures, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Base Ten Systems Inc)
Assignment of Registration Rights. The Subject to Section 7(h), the rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities to any Person if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Stock Purchase Agreement and Note Purchase Agreement, as applicable. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Progressive Gaming International Corp)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Affiliate of all such Holder, any other Holder or a portion Affiliate of the Registrable Securities any other Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Settlement Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Venus Exploration Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned with respect to the transferred Registrable Securities or Notes or Warrants by each Holder the Investors to transferees or assignees of all or a any portion of the Registrable Securities if: such securities only if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, rights and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable period of time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further public disposition of such securities by the transferee or assignees assignee is conditioned, restricted or limited under the Securities 1933 Act and or applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the relevant provisions of this Agreementcontained herein, and (v) such transfer shall have been made in all material respects in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a portion at least 30% of the Preferred Stock and/or Warrants, or Registrable Securities if: of such Investor if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder Purchaser hereunder, including the right to have the Company register for resale the Registrable Securities in accordance with the terms of this Agreement, shall be freely assignable by each Holder the Purchaser to any assignee or transferee of all or a portion of the shares of the Series A Preferred Stock or Registrable Securities if, provided that no Series A Preferred Stock, Preferred Warrants, Common Warrants, Common Stock or Underlying Shares may be assigned or transferred without registration under the Securities Act and any applicable state securities laws, or an exemption from the requirements of the Securities Act and applicable state securities laws and further provided that: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (aA) the name and address of such transferee or assignee, and (bB) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (ivii) at or before the time the Company receives the written notice contemplated by clause (iii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, ; and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementAgreements. The rights to assignment shall apply to the Holders Purchaser’s (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Hypertension Diagnostics Inc /Mn)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or a any portion of the Registrable Securities ifonly to the extent that the Debentures may be assigned under the terms thereof and provided further that: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.
Appears in 1 contract
Assignment of Registration Rights. The rights of each the Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any Affiliate of the Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time three (3) Business Days after such assignment, (ii) the Company is, within a reasonable time three (3) Business Days after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, the Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders Holder (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Earth Search Sciences Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock, the Common Shares or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws unless such securities are registered in a Registration Statement under this Agreement (in which case the Company shall be obligated to amend such Registration Statement to reflect such transfer or assignment) or are otherwise exempt from registration, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.the
Appears in 1 contract
Samples: Registration Rights Agreement (Nascent Wine Company, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Shares or Registrable Securities if: (i) the such Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, Agreement shall be assignable automatically assigned by each Holder the Holders to transferees or assignees of all or a any portion of the such securities or Preferred Stock convertible into Registrable Securities if: only if (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives received the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Miravant Medical Technologies)
Assignment of Registration Rights. The Subject to any transfer --------------------------------- restrictions otherwise applicable to the Registrable Stock, the rights of each Holder the Holders hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of Stock pursuant to this Agreement, shall be assignable by each Holder to any transferee of all or a any portion of the Registrable Securities Stock if: (ia) the transfer to such transferee is permitted under the Securities Act and applicable state securities law or exemptions therefrom, (b) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iic) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ai) the name and address of such transferee or assignee, assignee and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiid) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (ive) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreement, contained herein and (vf) such transfer shall have been made in accordance with the any applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsAmendment.
Appears in 1 contract
Samples: Registration Rights Agreement (Homeseekers Com Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities lawslaws to the extent required, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this SectionSection 7.8, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreementapplicable law. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Assure Holdings Corp.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Investors to any transferee of all or any portion of Registrable Securities (provided such transferee is a portion limited partner or member of such Investor, is a fund affiliated or under common control with such Investor, or acquires Registrable Securities equal to the lesser of (x) 25% of the Registrable Securities held by such Investor or (y) $5 million in Stated Value (as defined in the Certificate of Designations) of Preferred Shares (or the equivalent number of shares issuable upon conversion thereof )) if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such transfer or assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assignee, assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Net2000 Communications Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Share Exchange Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Remote Dynamics Inc)
Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any permitted transferee of all or a any portion of the shares of Preferred Stock or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment and Exchange Agreement or the Subscription Agreements, as applicable, and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Interactive Magic Inc /Nc/)
Assignment of Registration Rights. The rights of each Holder the Purchasers hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be assignable automatically assigned by each Holder Purchaser to any transferee of all or a any portion of the Preferred Stock or the Registrable Securities if: (ia) the Holder Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (iib) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (ai) the name and address of such transferee or assignee, and (bii) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iiic) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and or applicable state securities laws, (ivd) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with for the benefit of the Company to be bound by all of the provisions of this Agreementcontained herein, and (ve) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder the Investors hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any permitted transferee of all or a any portion of the Notes, the Warrants or the Registrable Securities if: (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, assignee and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment Agreement and (vi) such transferee shall apply to be an "ACCREDITED INVESTOR" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assignsSecurities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Interactive Magic Inc /Nc/)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. In addition, each Holder shall have the right to assign its rights hereunder to any other Person with the prior written consent of the Company, which consent shall not be unreasonably withheld. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Remote Dynamics Inc)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of under this Agreement, Agreement shall be automatically assignable by each Holder the Holders to any transferee of all or a any portion of the such Holder’s Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, ; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned and (c) any other information which the Company requests in order to reflect such transferee or assignee, as a selling stockholder in the Registration Statement; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and or applicable state securities laws, ; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of applicable law and the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assignsRestructure Documents.
Appears in 1 contract
Samples: Registration Rights Agreement (Quest Patent Research Corp)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person (other than a known competitor of the Company) of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Bond Laboratories, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Registrable Securities of such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase AgreementAgreement and applicable law. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a any portion of the Preferred Stock and/or Warrants, or Registrable Securities if: if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder an Investor hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of pursuant to this Agreement, shall be automatically assignable by each Holder Investor to any transferee of all or a portion at least 30% of the Preferred Shares and/or Warrants, or Registrable Securities if: of such Investor if (i) the Holder Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities 1933 Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Sectionsentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreementcontained herein, and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement. The rights to assignment , and (vi) such transferee shall apply to be an "accredited investor" as that term defined in Rule 501 of Regulation D promulgated under the Holders (and to subsequent) successors and assigns1933 Act.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Common Stock or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders Holders’ (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (Long-E International, Inc.)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each the Holder to any permitted assignee or transferee of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders Holder (and to subsequent) permitted successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder --------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder of all or a portion of the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Preferred Stock or the Registrable Securities of such Holder if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Registration Rights Agreement (BPO Management Services)
Assignment of Registration Rights. The rights of each Holder hereunder, including the right to have cause the Company to register for resale Registrable Securities in accordance with pursuant to this Section 7 may be assigned by a Purchaser to a party that acquires, other than pursuant to the terms of this AgreementRegistration Statement or Rule 144, shall be assignable by each Holder of all or a portion any of the Shares originally issued or issuable to such Purchaser pursuant to this Agreement (or any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any such Shares), or to any affiliate of a Purchaser that acquires any Registrable Securities if: Securities; provided (i) the Holder such transferor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, is furnished with written notice of (ax) the name and address of such transferee or assignee, assignee and (by) the Registrable Securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment assignment, the further disposition of such securities by the transferee or assignees assignee is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the such transferee or assignee agrees in writing with the Company to be bound bound, with respect to the Shares, by all of the provisions of this Agreement, hereof that apply to the Purchasers and (v) such transfer shall have been made in accordance with the applicable requirements of this Agreement and with all laws applicable thereto. Any such permitted assignee shall have all the Purchase Agreement. The rights to assignment shall apply of such Purchaser under this Section 7 with respect to the Holders (and to subsequent) successors and assignsRegistrable Securities transferred.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Repro Med Systems Inc)
Assignment of Registration Rights. The rights of each Holder ---------------------------------- hereunder, including the right to have the Company register for resale Registrable Securities in accordance with the terms of this Agreement, shall be automatically assignable by each Holder to any Person of all or a portion of the Notes or the Registrable Securities if: (i) the Holder agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the Registrable Securities securities with respect to which such registration rights are being transferred or assigned to such transferee or assigneeassigned, (iii) following such transfer or assignment the further disposition of such securities by the transferee or assignees is restricted under the Securities Act and applicable state securities laws, (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this Section, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions of this Agreement, and (v) such transfer shall have been made in accordance with the applicable requirements of the Purchase Agreement. The rights to assignment shall apply to the Holders (and to subsequent) successors and assigns.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Charys Holding Co Inc)