Common use of Successors and Assigns; Transfer Clause in Contracts

Successors and Assigns; Transfer. The terms and conditions of this Warrant shall inure to the benefit of, and be binding on the respective successors and assigns of, the parties, provided that (i) the Company may not assign its obligations under this Warrant without the prior written consent of the Holder, other than by operation of law and in connection with a Reorganization, in each case subject to the Company’s compliance with the provisions of Section 4.1, and (ii) the Holder may assign this Warrant and any rights and obligations hereunder, in whole or in part, (a) to a wholly owned affiliate of Xxxxxx.xxx, Inc. and (b) to a non-affiliate of Xxxxxx.xxx, Inc. with the prior written consent of the Company (or its successor, as the case may be), in each of which cases the transfer shall be made without charge to the Holder upon surrender of this Warrant properly endorsed or accompanied by written instructions of transfer attached as Exhibit B, and the Company shall issue a new warrant reflecting such transfer but otherwise identical to this Warrant. If the Board reasonably determines in good faith that any such assignee pursuant to clause (ii)(a) of this Section 9.5 is a competitor of the Company, the Board may redact from the deliveries under Section 5.2(a)(i) and 5.2(a)(ii) such information as it reasonably determines in good faith to be a trade secret or competitively sensitive; provided that the Company shall not redact any information in such deliveries necessary for purposes of permitting the Holder to comply with its tax, accounting, and public reporting obligations.

Successors and Assigns; Transfer. The terms 1. This Warrant shall be binding upon and conditions of this Warrant shall inure to the benefit of, of the parties hereto and be binding on the their respective successors and assigns ofassigns. 2. This Warrant may be transferred at any time after March 31, the parties, provided that 1998 by: (i) surrender of this Warrant for cancellation (with the Transfer form at the end hereof properly executed) at the office or agency of the Company may not assign its obligations under this Warrant without the prior written consent of the Holder, other than by operation of law and referred to in connection with a Reorganization, in each case subject to the Company’s compliance with the provisions of Section 4.1, 1; and (ii) delivery of an opinion of counsel stating that the Holder proposed transfer may assign this be made without registration or qualification under applicable Federal or state securities laws. This Warrant and any rights and obligations hereundershall be deemed to have been transferred, in whole or in part, (a) to a wholly owned affiliate of Xxxxxx.xxx, Inc. and (b) to a non-affiliate of Xxxxxx.xxx, Inc. with the prior written consent of the Company (or its successor, as the case may be), in each of which cases the transfer shall be made without charge part to the Holder upon surrender extent specified, immediately prior to the close of business on the date the provisions of this Warrant properly endorsed or accompanied by written instructions of transfer attached as Exhibit BSection 8 are satisfied, and the transferee(s) designated in the Transfer form shall become the holder(s) of record at that time and date. The Company shall issue issue, in the name(s) of the designated transferee(s) (including the Holder if this Warrant has been transferred in part) a new warrant reflecting such transfer but otherwise identical Warrant or Warrants of like tenor and representing, in the aggregate, rights to purchase the same number of shares of Common Stock as are then purchasable under this Warrant. If Such new Warrant or Warrants shall be delivered to the Board reasonably determines in good faith that any such assignee pursuant to clause record holder(s) thereof within a reasonable time, not exceeding three (ii)(a3) of business days, after the rights represented by this Section 9.5 is a competitor of Warrant shall have been so transferred. As used herein (unless the Company, the Board may redact from the deliveries under Section 5.2(a)(i) and 5.2(a)(ii) such information as it reasonably determines in good faith to be a trade secret or competitively sensitive; provided that the Company shall not redact any information in such deliveries necessary for purposes of permitting the Holder to comply with its tax, accounting, and public reporting obligations.context 195

Successors and Assigns; Transfer. The terms and conditions of this Warrant Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding on the respective successors and assigns ofupon, the partiessuccessors, provided that (i) the Company may not assign its obligations under this Warrant without the prior written consent assigns, heirs, executors and administrators of the Holderparties hereto. Subject to applicable law, other than by operation of law and in connection with a Reorganization, in each case subject to the Company’s compliance with the provisions of Section 4.1, and (ii) the Holder may assign freely assign, distribute or otherwise transfer this Warrant and any rights and obligations (including, notwithstanding anything to the contrary stated in Section 1.12 of the IRA, txx Registration Rights granted hereunder), in whole or in part, (a) to a wholly owned affiliate Permitted Transferee (as defined in the COI) of Xxxxxx.xxxthe Holder or to any assignee of the Holder under the Venture Loan Agreement entered into between the Holder and the Company dated April, Inc. and 2008 (b) to a non-affiliate of Xxxxxx.xxx, Inc. in accordance with the terms thereof). With respect to any offer, sale or other disposition of this Warrant, the Holder will give written notice to the Company prior written consent thereto, describing briefly the manner thereof and the identity of the Company (or its successortransferee. Upon receiving such written notice, the Company, as the case may be)promptly as practicable, in each of which cases the transfer shall be made without charge deliver to the Holder upon surrender one or more replacement Warrant certificates on the same terms and conditions as this Warrant for delivery to the transferees, which shall become effective, in the case of a transfer of all or a portion of this Warrant, upon the execution of such Warrant properly endorsed or accompanied certificate by written instructions of transfer attached as Exhibit B, and the Company shall issue a new warrant reflecting such transfer but otherwise identical and by the transferee and provided that the transferee agrees to be bound by the terms of this Warrant. If For the Board reasonably determines in good faith that avoidance of any such assignee pursuant to clause (ii)(a) doubt, following the exercise of this Section 9.5 is a competitor Warrant, the transfer of the Company, Warrant Shares and the Board may redact from Conversion Shares shall be subject to applicable law and the deliveries under Section 5.2(a)(i) terms of the COI and 5.2(a)(ii) such information as it reasonably determines in good faith to be a trade secret or competitively sensitive; provided that the Company shall not redact any information in such deliveries necessary for purposes of permitting the Holder to comply with its tax, accounting, and public reporting obligationsIRA.

Successors and Assigns; Transfer. The terms and conditions of this Warrant Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding on the respective successors and assigns ofupon, the partiessuccessors, provided that (i) the Company may not assign its obligations under this Warrant without the prior written consent assigns, heirs, executors and administrators of the Holderparties hereto. Subject to applicable law, other than by operation of law and in connection with a Reorganization, in each case subject to the Company’s compliance with the provisions of Section 4.1, and (ii) the Holder may assign freely assign, distribute or otherwise transfer this Warrant and any rights and obligations (including, notwithstanding anything to the contrary stated in Section 1.12 of the IXX, the Registration Rights granted hereunder), in whole or in part, (a) to a wholly owned affiliate Permitted Transferee (as defined in the COI) of Xxxxxx.xxxthe Holder or to any assignee of the Holder under the Venture Loan Agreement entered into between the Holder and the Company dated April, Inc. and 2008 (b) to a non-affiliate of Xxxxxx.xxx, Inc. in accordance with the terms thereof). With respect to any offer, sale or other disposition of this Warrant, the Holder will give written notice to the Company prior written consent thereto, describing briefly the manner thereof and the identity of the Company (or its successortransferee. Upon receiving such written notice, the Company, as the case may be)promptly as practicable, in each of which cases the transfer shall be made without charge deliver to the Holder upon surrender one or more replacement Warrant certificates on the same terms and conditions as this Warrant for delivery to the transferees, which shall become effective, in the case of a transfer of all or a portion of this Warrant, upon the execution of such Warrant properly endorsed or accompanied certificate by written instructions of transfer attached as Exhibit B, and the Company shall issue a new warrant reflecting such transfer but otherwise identical and by the transferee and provided that the transferee agrees to be bound by the terms of this Warrant. If For the Board reasonably determines in good faith that avoidance of any such assignee pursuant to clause (ii)(a) doubt, following the exercise of this Section 9.5 is a competitor Warrant, the transfer of the Company, Warrant Shares and the Board may redact from Conversion Shares shall be subject to applicable law and the deliveries under Section 5.2(a)(i) terms of the COI and 5.2(a)(ii) such information as it reasonably determines in good faith to be a trade secret or competitively sensitive; provided that the Company shall not redact any information in such deliveries necessary for purposes of permitting the Holder to comply with its tax, accounting, and public reporting obligationsIXX.