Common use of Transfer by Holders Clause in Contracts

Transfer by Holders. Each Holder may transfer to one or more other Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of the Notes owing to it); provided that: (i) except in the case of a transfer to a Person that, immediately prior to such transfer, was a Holder or an Affiliate of a Holder, or a transfer of all of a Holder’s rights and obligations under this Agreement, the aggregate amount of the Notes owing to the transferring Holder being transferred pursuant to each such transfer (determined as of the date of the Transfer and Acceptance with respect to such transfer) shall in no event be less than $500,000 (except as otherwise agreed by the Issuer and the Administrative Agent); (ii) the Issuer and the Administrative Agent shall receive notice of such transfer, and the Administrative Agent shall have consented to such transfer (such consent not to be unreasonably withheld); and (iii) the parties to each such transfer shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Transfer and Acceptance. Upon such consent, execution, delivery, acceptance and recording, from and after the effective date specified in such Transfer and Acceptance, (x) the transferee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been transferred to it pursuant to such Transfer and Acceptance, have the rights and obligations of a Holder hereunder and under the other Note Documents and (y) the Holder transferor thereunder shall, to the extent that rights and obligations hereunder have been transferred by it pursuant to such Transfer and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Transfer and Acceptance covering all or the remaining portion of a transferring Holder’s rights and obligations under this Agreement, such Holder shall cease to be a party hereto).

Transfer by Holders. Each Holder may transfer to one or more other Persons Eligible Institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Notes owing to it); provided PROVIDED that: (i) except in the case of a transfer to a Person that, immediately prior to such transfer, was a Holder or an a Holder Affiliate of a Holder, or a transfer of all of a Holder’s 's rights and obligations under this Agreement, the aggregate amount of a Holder's Commitment or the Notes owing to the transferring Holder being transferred pursuant to each such transfer (determined as of the date of the Transfer and Acceptance with respect to such transfer) shall in no event be less than $500,000 5,000,000 (except as otherwise agreed by the Issuer and the Administrative Agent); (ii) each such transfer by a Holder of its Note shall be made in such manner so that the same portion of its Commitment or Notes, as the case may be, is transferred to the respective transferee; and (iii) the Issuer and (and, to the extent the consent of the Administrative Agent is not required pursuant to the definition of "Eligible Institution", the Administrative Agent) shall receive notice of such transfer, and the Administrative Agent shall have consented to such transfer (such consent not to be unreasonably withheld); and (iiiiv) the parties to each such transfer shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Transfer and AcceptanceAcceptance and, except in the case of a transfer to a Person that, immediately prior to such transfer, was a Holder or a Holder Affiliate, a processing and recordation fee of $3,500. NOTE AND GUARANTEE AGREEMENT Upon such consent, execution, delivery, acceptance and recording, from and after the effective date specified in such Transfer and Acceptance, (x) the transferee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been transferred to it pursuant to such Transfer and Acceptance, have the rights and obligations of a Holder hereunder and under the other Note Documents and (y) the Holder transferor thereunder shall, to the extent that rights and obligations hereunder have been transferred by it pursuant to such Transfer and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Transfer and Acceptance covering all or the remaining portion of a transferring Holder’s 's rights and obligations under this Agreement, such Holder shall cease to be a party hereto).

Transfer by Holders. Each Holder may transfer to one or more other Persons Eligible Institutions all or a portion of its rights and obligations under this Agreement (including all or a portion of the Notes owing to it); provided PROVIDED that: (i) except in the case of a transfer to a Person that, immediately prior to such transfer, was a Holder or an a Holder Affiliate of a Holder, or a transfer of all of a Holder’s 's rights and obligations under this Agreement, the aggregate amount of a Holder's Commitment or the Notes owing to the transferring Holder being transferred pursuant to each such transfer (determined as of the date of the Transfer and Acceptance with respect to such transfer) shall in no event be less than $500,000 5,000,000 (except as otherwise agreed by the Issuer and the Administrative Agent); (ii) the Issuer and the Administrative Agent shall receive notice of such transfer, and the Administrative Agent shall have consented to such transfer (such consent not to be unreasonably withheld); and (iiiii) the parties to each such transfer shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, a Transfer and AcceptanceAcceptance and, except in the case of a transfer to a Person that, immediately prior to such transfer, was a Holder or a Holder Affiliate, a processing and recordation fee of $3,500. Upon such consent, execution, delivery, acceptance and recording, from and after the effective date specified in such Transfer and Acceptance, (xA) the transferee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been transferred to it pursuant to such Transfer and Acceptance, have the rights and obligations of a Holder hereunder and under the other Note Documents and (yB) the Holder transferor thereunder shall, to the extent that rights and obligations hereunder have been transferred by it pursuant to such Transfer and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Transfer and Acceptance covering all or the remaining portion of a transferring Holder’s 's rights and obligations under this Agreement, such Holder shall cease to be a party hereto).

Transfer by Holders. (a) Each Holder understands and agrees that the Securities purchased by such Holder pursuant to the Securities Purchase Agreement and the Warrant Shares have not been registered under the Securities Act and are restricted securities. Each Holder agrees that it may transfer transfer, sell, assign, or otherwise dispose of ("Transfer") its Subject Securities, in whole or in part, only subject to one compliance with all applicable securities laws and the other provisions of this Agreement; provided that with respect to any Transfer (other than in a Transfer (x) pursuant to a registered public offering under the Securities Act or more other Persons all or a portion of its rights and obligations under this Agreement (including all or a portion y) in compliance with Rule 144), the Holder shall give the Issuer at least two Business Days prior notice of the Notes owing to it); provided that: proposed transfer and the transferee shall have executed and delivered (i) except in to each other party hereto an instrument confirming that such transferee (1) agrees to be bound by the case terms of a transfer this Agreement applicable to a Person that, immediately prior to the transferor (whereupon such transfer, was transferee shall become a Holder or an Affiliate for purposes of a Holder, or a transfer of all of a Holder’s rights and obligations under this Agreement), (2) is an "Accredited Investor" as such term is defined in Regulation D under the aggregate amount Securities Act, and (3) is acquiring the relevant Subject Securities for its own account and without a view to the resale or distribution of such Subject Securities or any interest therein other than in a transaction exempt from registration under the Securities Act (subject to the rights such transferee will acquire pursuant to Article 4 of this Agreement upon becoming a Holder for purposes of this Agreement) and (ii) at the request of the Notes owing Issuer, to the transferring Holder being transferred pursuant to each such transfer (determined as of the date of the Transfer and Acceptance with respect to such transfer) shall in no event be less than $500,000 (except as otherwise agreed by the Issuer and the Administrative Agent);transferor, an opinion of counsel (which may be counsel to the Holder or the transferee) substantially in the form set forth in Exhibit A* or in such other form as shall be reasonably satisfactory to the Issuer. (iib) Any attempt to transfer any Subject Securities not in compliance with this Agreement shall be null and void and the Issuer and the Administrative Agent shall receive notice of such transfernot, and shall cause any transfer agent not to, give any effect in the Administrative Agent shall have consented Issuer's stock records to such transfer (such consent not to be unreasonably withheld); and (iii) attempted transfer. In furtherance of the parties to each such transfer shall execute and deliver to foregoing, the Administrative Agent, for its acceptance and recording in the Register, a Transfer and Acceptance. Upon such consent, execution, delivery, acceptance and recording, from and after the effective date specified in such Transfer and Acceptance, (x) the transferee thereunder Issuer shall be entitled to give a party hereto and, stop order to the extent that rights any transfer agent with respect to any such attempted transfer. -------- * Currently being prepared and obligations hereunder have been transferred to it pursuant to such Transfer and Acceptance, have the rights and obligations of a Holder hereunder and under the other Note Documents and (y) the Holder transferor thereunder shall, to the extent that rights and obligations hereunder have been transferred reviewed internally by it pursuant to such Transfer and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of a Transfer and Acceptance covering all or the remaining portion of a transferring Holder’s rights and obligations under this Agreement, such Holder shall cease to be a party hereto).Xxxxx Xxxx