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 1 hereof, the rights of first offer under Section 2 hereof and the Rights of First Refusal under Section 3 hereof may be assigned only to: (i) any partner or retired partner of any such Holder which is a partnership; (ii) any family member or trust for the benefit of any Holder who is an individual; (iii) with respect to the registration rights under Section 1, to any transferee who acquires at least 500,000 shares of Registrable Securities; and (iv) with respect to the rights of first offer under Section 2, and the Rights of First Refusal under Section 3 hereof to 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 prior to 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 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 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 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. (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.
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. 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 51% of the shares of an Investor’s Initial Stock (or right to convert into or exercise options to acquire such stock); provided, however that (i) 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; (ii) 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 6 and (iii) to the extent an Investor (or an Investor’s permitted assigns) retains any Initial Stock following such an assignment, the rights of the Investor under Section 2 shall terminate. 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 or obtaining the minimum number of shares of the Initial Stock or the Registrable Securities noted above if the assignment is to a partner, affiliate, stockholder, parent, child or spouse of the holder or to the holder’s estate.
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 at least 1,250,000 shares of Series B Stock issued under the Series B Agreement, or at least 1,250,000 shares of Series C Stock issued under the Series C Agreement, or at least 150,000 shares of Series D Stock issued under the Series D Agreement, or any shares of Series D Stock issued under the Series D Agreement only if such Series D Stock is assigned to: (i) any limited partner of Softbank Capital Partners LP, (ii) any Softbank sponsored investment fund, (iii) any direct or indirect US subsidiary of Softbank Corp., or (iv) any employee of any of the foregoing parties listed in (i) - (iii) above, or (v) any limited partnership whose general partner is a wholly-owned subsidiary of Credit Suisse First Boston and whose limited partners are employees of Credit Suisse First Boston, and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof (as adjusted for applicable stock splits and combinations); 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 (i) in the case of an Investor, a party who acquires from such Investor at least twenty percent (20%) of the shares of Series C Stock issued to such Investor under the Subscription Agreement and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof, (ii) in the case of a Series B Holder, a party who acquires from such Series B Holder at least twenty percent (20%) of the shares of Series B Stock originally issued to such Series B Holder and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof, (iii) in the case of a Series A Holder, a party who acquires from such Series A Holder at least 250,000 shares of Series A Stock and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof, or (iv) in the case of Levy or Zanft, a party who acquires from either of them at least 250,000 shares of Common Stock (subject to Section 4.1 (c) below); 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.
