Common use of Grant and Transfer of Registration Rights Clause in Contracts

Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate or pari passu to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of the Initiating Holders, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities, (ii) to any third party transferee acquiring at least three percent (3%) of the shares of Common Stock then outstanding on a fully-diluted basis, (iii) in the event that the transferring or assigning Holder owns less than three percent (3%) of the shares of Common Stock outstanding on a fully-diluted basis, to any thirty party transferee acquiring all (but not less than all) of the Registrable Securities held by such Holder, or (iv) to a Holder’s Family Members; provided: (a) such transfer of Registrable Securities is permitted under the Stockholders’ Agreement and applicable law, (b) the Company is, within thirty (30) days after such transfer or as soon as practicable thereafter, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (c) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (d) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

Grant and Transfer of Registration Rights. Except for registration rights which have been granted by the Company as of the date hereof and registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate or pari passu to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of Holders of a majority of the Initiating Registrable Securities held by all Holders. Notwithstanding the foregoing sentence, Lxxx Mxxxx Xxxx Wxxxxx, Incorporated (“LMWW”) received a warrant exercisable for up to 14,165 shares of Class A Common Stock on August 2, 2005. Upon exercise of the Warrant, LMMW shall have the right to join this Agreement as a Holder. Additionally, the shares of Common Stock into which consent the Class A Common Stock obtained by LMMW upon exercise of the Warrant are then convertible shall not be unreasonably withheld or delayeddeemed Registrable Securities hereunder. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities, Securities or (ii) to any third party transferee acquiring at least three percent (3%) 20% of the Registrable Securities issued to the Holder as of the date hereof or the shares of Common Stock then outstanding on a fully-diluted basis, (iii) in the event that the transferring or assigning Holder owns less than three percent (3%) issued upon conversion of the shares of Common Stock outstanding on a fully-diluted basis, to any thirty party transferee acquiring all (but not less than all) of the such Registrable Securities held by such Holder, or (iv) to a Holder’s Family MembersSecurities; provided: (a) such transfer of Registrable Securities is permitted under the Stockholders’ Agreement and applicable law, (b) the Company is, within thirty (30) days a reasonable time after such transfer or as soon as practicable thereaftertransfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (cb) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (dc) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate or pari passu to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of holders of two-thirds of all Registrable Securities held by the Initiating Holders, on a fully-diluted as converted to Common Stock basis, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities, ; (ii) to any third party transferee acquiring at least three five percent (35%) of the shares of Common Stock all Equity Securities then outstanding outstanding, on a fully-diluted as converted to Common Stock basis, ; or (iii) in the event that the transferring or assigning Holder owns less than three five percent (35%) of the shares of Common Stock outstanding all Equity Securities on a fully-diluted as converted to Common Stock basis, to any thirty third party transferee acquiring all (but not less than all) of the Registrable Securities held by such Holder, or (iv) to a Holder’s Family Members; provided: (a) such transfer of Registrable Securities is permitted under the Stockholders’ Agreement and applicable law, (b) the Company is, within thirty (30) days a reasonable time after such transfer or as soon as practicable thereaftertransfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (cb) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (dc) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.

Grant and Transfer of Registration Rights. Except for registration rights granted by the Company after the date hereof (a) in connection with business acquisitions and which relate solely to registrations on Form S-3 or (b) which are subordinate or pari passu to the rights of the Holders hereunder, the Company shall not grant any registration rights to any other person or entity without the prior written consent of the Initiating Holders, which consent shall not be unreasonably withheld or delayed. Holders shall have the right to transfer or assign the rights contained in this Agreement (i) to any limited partner or affiliate of a Holder in connection with the transfer of any Registrable Securities, Securities or (ii) to any third party transferee acquiring at least three percent (3%) 20% of the Registrable Securities issued to the Holder as of the date hereof or the shares of Common Stock then outstanding on a fully-diluted basis, (iii) in the event that the transferring or assigning Holder owns less than three percent (3%) issued upon conversion of the shares of Common Stock outstanding on a fully-diluted basis, to any thirty party transferee acquiring all (but not less than all) of the such Registrable Securities held by such Holder, or (iv) to a Holder’s Family MembersSecurities; provided: (a) such transfer of Registrable Securities is permitted under the Stockholders’ Agreement and applicable law, (b) the Company is, within thirty (30) days after such transfer or as soon as practicable thereaftertransfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; (cb) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement; and (dc) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act. EXHIBIT C PURCHASER SUITABILITY QUESTIONNAIRE The undersigned hereby represents and warrants to the Micron Technology Foundation, Inc.(the "Foundation") that the undersigned is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Act"), and that the undersigned makes such representation and warranty because it comes within the category checked below. (Please check the box(es) which applies to you, if any. If none apply, please sign this form and return it with all boxes unchecked.)