Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires at least 300,000 shares of Series A Stock and/or Series B Stock issued under the Series B Agreement and/or Series C Stock issued under the Merger Agreement and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof, or an equivalent number of Warrants to acquire shares of Common Stock; provided, however that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4.
Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 may be assigned only to a person who after such assignment holds at least ten percent (10%) of the Registrable Securities and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof; provided, however, that no person may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning person at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, and (ii) such transferee is determined by the Board to not be a competitor of the Company; provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4, and shall agree in writing, in a form acceptable to the Company, to be bound by such Agreement. Notwithstanding the foregoing, assignment of the rights in Sections 2 and 3 hereof may be made without the Company’s consent or obtaining the minimum number of shares of Registrable Securities noted above if the assignment is to an Affiliate of the Holder or the Rights Holder.
Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first offer of a Rights Holder under Section 3 hereof may be assigned only to: (i) any direct or indirect partner or retired partner of any such Holder or Rights Holder that is a partnership; (ii) any member or former member of any holder which is a limited liability company; (iii) any family member or trust for the benefit of any Holder or Rights Holder who is an individual; (iv) any wholly owned subsidiary of such Holder; and (v) any transferee who acquires at least 500,000 shares of Registrable Securities; provided, however, that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided, further, that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.
Registration Rights; Refusal Rights. The registration rights of ----------------------------------- a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof, as applicable, may be assigned only: (i) to a party who acquires at least forty thousand (40,000) shares of Series A Stock issued under the Series A Agreement and/or Series B Stock issued under the Series B Agreement and/or Series C Stock issued under the Series C Agreement and/or Series D Stock issued under the Series D Agreement and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof and/or Stockholders' Shares or some combination thereof (as appropriately adjusted for stock dividends, splits, combinations and the like); (ii) to a party who acquires at least five thousand (5,000) Warrant Shares (as appropriately adjusted for stock dividends, splits, combinations and the like); (iii) to a successor entity to an Investor pursuant to a reorganization or recapitalization of an Investor; (iv) to an affiliate of an Investor; (v) with respect to the Warrant Shares, to an affiliate of a Warrant Holder; (vi) to the partners or shareholders of an Investor; or (vii) with respect to rights of first refusal under Section 3 hereof, in all or part by Commonwealth BioVentures IV Limited Partnership or Commonwealth BioVentures V Limited Partnership or any affiliates thereof who are Rights Holders to Concord Partners II, L.P. or any affiliates thereof; provided that such holder as described in Clauses (iii), -------- ---- (iv) or (vi) hereof owns at least ten thousand (10,000) shares of Series ABCD Based Stock and/or Registrable Securities or some combination thereof (as appropriately adjusted for stock dividends, splits, combinations and the like); provided, however that no party may be assigned any of the foregoing rights --------- ------- unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights -------- ------- subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4.
Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to an affiliate or a party who acquires at least 120,000 shares of Series A Stock issued under the Series A Agreement, 120,000 shares of Series B Stock issued under the Series B Agreement, 120,000 shares of Series C Stock issued under the Series C Agreement, 120,000 shares of Series D Stock issued under the Series D Agreement, 120,000 shares of Series E Stock issued under the Series E Agreement, or 120,000 shares of Series F Stock issued under the Series F Agreement or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof; provided, however that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4.
Registration Rights; Refusal Rights. (1) Registration rights under Section 2 above may be assigned by a Holder that is a partnership to a partner or retired partner, and by a Holder that is an individual to such individual's estate or, by gift, will or intestate succession, to a spouse or lineal descendant or ancestors or any trust for any of the foregoing.
(2) Except as set forth in the preceding clause (1), the registration rights of a Holder under Sections 2.3 and 2.4 hereof and the rights of first refusal of an Investor under Section 4 hereof may be assigned only to a party who acquires at least 10,000 shares of Series A Stock issued under the Series A Agreement and/or 10,000 shares of Series B Stock issued under the Series B Agreement and/or 10,000 shares of Series C Stock issued under the Series C Agreement and/or 10,000 shares of Series D Stock issued under the Series D Agreement and/or an equivalent number (on an as-converted basis) of shares of Conversion Stock issued upon conversion thereof.
(3) Except as set forth in the preceding clause (1), the registration rights of a Holder under Section 2.2 hereof may be assigned only to a party who acquires at least 500,000 shares of Series C Stock issued under the Series C Agreement or at least 500,000 shares of Series D Stock issued under the Series D Agreement and/or an equivalent number (on an as-converted basis) of shares of Conversion Stock issued upon conversion thereof.
(4) In each case, no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned, and any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.
Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires at least 50,000 shares of any series of Preferred Stock issued under the Series A Agreement, the Series A-1 Agreement, the Series A-2 Agreement, the Series B Agreement, the Series B-2 Agreement, the Series C Agreement or the Series D Agreement, as applicable, and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof; provided, however that the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4. The foregoing assignments of the registration rights under Section 2 and rights of first refusal under Section 3 may be made without the Company’s consent so long as the Company is provided written notice, and if the assignment is to a partner, affiliate, stockholder, parent, child or spouse of the holder or to the holder’s estate, such assignment may be made without obtaining the minimum number of shares of the Registrable Securities noted above.
Registration Rights; Refusal Rights. The registration rights of a holder of Registrable Securities under SECTION 1 hereof may be assigned only to a Permitted Transferee or a party who acquires at least 940,000 shares of Registrable Securities (as such number shall be adjusted for stock splits, dividends, combinations and similar transactions); provided, however, that no party may be assigned any of the foregoing rights unless LBI is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of LBI as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including, without limitation, the provisions of this SECTION 3.
Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a party who acquires shares of Preferred Stock issued under any Preferred Stock Purchase Agreement or pursuant to the Series A Warrants, Series B Warrant, Series C Warrant or Series D Warrants which are convertible into at least 50,000 shares of Common Stock and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof.
Registration Rights; Refusal Rights. The registration rights of a Company Holder under Section 1 hereof may be assigned only to an affiliate or a party who acquires at least 120,000 shares of Registrable Securities; provided, however, that no party may be assigned any of the foregoing rights unless Acquirer is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of Acquirer as to which the rights in question are being assigned; and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including, without limitation, the provisions of this Section 2.
