Common use of Registration Rights; Refusal Rights Clause in Contracts

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 hereof may be assigned only to a party who acquires at least 300,000 500,000 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 subject to this 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 hereof may be assigned only to a party who acquires at least 300,000 500,000 shares of Series A Stock issued under the Purchase Agreement and/or Series B Stock issued under the Series B Agreement and/or Series C Stock issued under the Merger Acquisition 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 hereof may be assigned only to a party who acquires at least 300,000 600,000 shares of Series A Stock and/or Stock, 420,000 shares of Series B Stock issued under the Series B Agreement and/or Stock, 112,000 shares of Series C Stock, 100,000 shares of Series D Stock issued under the Merger Agreement or 20,000 shares of Series E Stock, 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 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 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) a party who acquires at least 300,000 500,000 shares of Series A Stock and/or Stock, Series B Stock issued under the Series B Agreement and/or or Series C Stock issued under the Merger subject to this Agreement and/or an equivalent number 250,000 shares (on an as-converted basis) of Registrable Securities issued upon conversion thereof or (ii) any partner, member or shareholder of an Investor or permitted transferee 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 hereof may be assigned only to (i) a party who acquires at least 300,000 200,000 shares of Series A Stock and/or Stock, Series B Stock issued under the Series B Agreement and/or or Series C Stock issued under the Merger subject to this Agreement and/or an equivalent number 100,000 shares (on an as-converted basis) of Registrable Securities issued upon conversion thereof or (ii) any partner, member or shareholder of an Investor or permitted transferee 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 hereof may be assigned only to (i) a party who acquires at least 300,000 500,000 shares of Series A Stock and/or Stock, Series B Stock issued under the Series B Agreement and/or or Series C Stock issued under the Merger subject to this Agreement and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof or (ii) any partner, member or shareholder of an Investor or permitted transferee 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 hereof may be assigned only to a party who acquires at least 300,000 200,000 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 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.