Common use of Transfer of Registration Rights Clause in Contracts

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Stockholders Agreement) of Series B Preferred Stock or assignment of Registrable Securities to in a Transfer Common Stock, as applicable, (i) permitted by under Section 4.2 3.1(d) of the Securities Purchase AgreementStockholders Agreement or (ii) permitted under Section 3.1(a) of the Stockholders Agreement and, in the case of this clause (ii), representing 5% or more of the outstanding Common Stock on an as-converted basis; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bx) prior written notice of such assignment of rights is given to the Company, Company and (cy) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer transfer permitted by Section 4.2 of the Securities Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, and (cii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in the form and substance reasonably acceptable to the Companyof Exhibit B hereto.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase AgreementSecurities; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) of Series A Preferred Stock, Series B Preferred Stock or assignment of Registrable Securities Common Stock to such Person in a Transfer permitted by Section 4.2 5.08(b)(i) of the Securities Purchase Investment Agreement or a lender in connection with a Permitted Loan (as defined in the Investment Agreement); provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment of rights is given to the Company, Company and (cb) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person one or more transferees or assignees of Registrable Securities in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of accordance with the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee or assignee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to (i) an Affiliate of such Holder or (ii) any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 transferee that acquires at least 50% of the Securities Purchase AgreementRegistrable Securities; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person a Permitted Transferee in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to such Permitted Transferee in a Transfer permitted by Section 4.2 of accordance with the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee Permitted Transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” and the Investment Agreement as a "Purchaser" pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person Investor in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) or assignment of Registrable Securities Series A Preferred Stock to such Person in a Transfer permitted by Section 4.2 5.09(b)(i) or by Section 5.09(b)(iv) of the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, Company and (cii) such transferee Investor agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement Sections 2 and 4, above, may be transferred or assigned by such Holder to any Person a transferee or assignee in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Registerable Securities to in a Transfer permitted by compliance with Section 4.2 8.5 of the Securities Purchase Merger Agreement; provided, however, that provided that: (a) such transfer or assignment may otherwise be effected in accordance with applicable securities laws, (b) prior prompt written notice of such transfer or assignment is given to the Company, and (c) such transferee or assignee expressly agrees in writing delivered to the Company to be bound by, and subject to, by the provisions of this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the CompanyAgreement.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) of Series A Preferred Stock, Series B Preferred Stock or assignment Common Stock issued upon conversion of Registrable Securities Series A Preferred Stock or Series B Preferred Stock to such Person in a Transfer permitted by Section 4.2 of the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, and (cii) such transferee transferree agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in the form and substance reasonably acceptable to the Companyof Exhibit B hereto.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) of Series A Preferred Stock or assignment of Registrable Securities Common Stock to such Person in a Transfer permitted by Section 4.2 5.08(b)(i) of the Securities Purchase Investment Agreement or a lender in connection with a Permitted Loan (as defined in the Investment Agreement); provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bx) prior written notice of such assignment of rights is given to the Company, Company and (cy) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities Registrable Securities of the Holders and keep information available granted to a Holder under this Agreement the Holders by the Company hereunder may be assigned by any Holder (i) to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) partner or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 shareholder of the Securities Purchase AgreementHolder or (ii) to other transferees or assignees; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior the Company is given written notice by the Holder at any time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such assignment is given to registration rights are being assigned and the Company, and (c) such transferee or assignee agrees in writing to be bound byby the terms of this Agreement, and subject to, this Agreement as a “Holder” pursuant such agreement to a written instrument be in form and substance reasonably acceptable satisfactory to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person a Permitted Transferee in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to such Permitted Transferee in a Transfer permitted by Section 4.2 of accordance with the Securities Purchase Subscription Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee Permitted Transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Share Exchange Agreement) of Issuable IFP Shares, Company Convertible Preferred Stock or assignment Common Stock issued upon conversion of Registrable Securities such shares to such Person in a Transfer permitted by Section 4.2 of the Securities Purchase Share Exchange Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, and (cii) such transferee transferree agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in the form and substance reasonably acceptable to the Companyof Exhibit B hereto.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the CompanyCompany (such acceptance not to be unreasonably withheld, conditioned, or delayed).

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person a Permitted Transferee or Other Holder in connection with any a Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to such Permitted Transferee or Other Holder in a Transfer permitted by Section 4.2 of accordance with the Securities Purchase Investors’ Rights Agreement; provided, however, that (ai) such transfer may otherwise be effected in accordance with applicable securities laws, (bii) prior written notice of such assignment is given to the Company, and (ciii) such transferee Permitted Transferee or Other Holder agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement Article II may be transferred or assigned to any Person in connection with any Transfer (as defined in a permitted transfer of Series A Preferred Stock, or upon conversion, the Securities Purchase Agreement) or assignment of Registrable Securities underlying Common Stock pursuant to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, Company and (cii) such transferee Person agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement to cause the Corporation to register securities may be transferred or assigned to (a) any Person Affiliate of such Holder, including Shell Overseas Investments B.V. or (b) any other Permitted Transferee of at least 32,195,121 Common Shares in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreementsuch securities; provided, however, that provided that: (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such transfer or assignment of rights is given to the Company, Corporation and (cii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “"Holder” " pursuant to a written instrument in form and substance reasonably acceptable to the CompanyCorporation.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be Transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase AgreementSecurities; provided, however, that (a) such transfer Transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such Transfer or assignment is given to the Company, and (c) such transferee Transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 transfer of the Securities Purchase AgreementPurchased Shares or the Warrants, including the shares of Common Stock issuable upon exercise of the Warrants, as applicable; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bx) prior written notice of such assignment of rights is given to the Company, Company and (cy) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person Investor in connection with any a Transfer (as defined in the Securities Share Purchase Agreement) or assignment of Registrable Securities Class A Common Stock to such Person in a Transfer permitted by Section 4.2 of the Securities Share Purchase Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, Company and (cii) such transferee Investor agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement to cause the Corporation to register securities may be transferred or assigned to (a) any Person Affiliate of such Holder, including Shell Overseas Investments B.V. or (b) any other Permitted Transferee of at least 32,195,121 Common Shares in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreementsuch securities; provided, however, that provided that: (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such transfer or assignment of rights is given to the Company, Corporation and (cii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the CompanyCorporation.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person transferee permitted under and in compliance with the terms of Section 4.1 of the Investment Agreement in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to such transferee in a Transfer permitted by Section 4.2 accordance with the Investment Agreement, the Stockholders Agreement and the Certificate of the Securities Purchase AgreementDesignations; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “"Holder” " pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to (a) any Person in connection with any a Transfer (as defined in the Securities Purchase Subscription Agreement) or assignment of Registrable Securities Series E Preferred Stock to such Person in a Transfer permitted by Section 4.2 4.2(a) of the Subscription Agreement or (b) to any Permitted Transferee in connection with any Transfer of Registrable Securities Purchase Agreementto such Permitted Transferee; provided, however, that (a) such transfer may otherwise be effected that, in accordance with applicable securities lawseach case, (bi) prior written notice of such assignment of rights is given to the Company, and (cii) such transferee Person or Permitted Transferee, as applicable, agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person only in connection with any a Transfer (both as defined in the Securities Purchase AgreementAgreements) of Series B Preferred Stock or assignment of Registrable Securities to in a Transfer Common Stock, as applicable, permitted by under Section 4.2 6.15(b) of the Securities Purchase AgreementAgreements; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment of rights is given to the Company, and (c) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the CompanyCompany and (d) such Transfer represents 3% or more of the outstanding Common Stock on an as-converted basis.

Transfer of Registration Rights. The Any rights to cause the Company to register the resale of securities granted to a Holder an Investor under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) of Preferred Stock or assignment Common Stock issued upon conversion of Registrable Securities Preferred Stock to such Person in a Transfer permitted by the Investment Agreement (including the minimum transfer size requirement set forth in Section 4.2 7.03(a)(A)(ii) of the Securities Purchase applicable Investment Agreement); provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, and (cii) such transferee agrees in writing to be bound by, and subject to, this Agreement as a an “HolderInvestor” pursuant to a written instrument in the form and substance reasonably acceptable to the Companyof Exhibit B hereto.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person Investor in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) or assignment of Registrable Securities Series A Preferred Stock to such Person in a Transfer permitted by Section 4.2 5.08(b)(i) of the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, Company and (cii) such transferee Investor agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) or assignment of Registrable Securities to in a Transfer permitted by Section 4.2 transfer of the Securities Purchase AgreementWarrants, including the shares of Common Stock issuable upon exercise of the Warrants, as applicable; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bx) prior written notice of such assignment of rights is given to the Company, Company and (cy) such transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities Registrable Securities of a Holder and keep information available, granted to a Holder by the Company under this Agreement Sections 2, 3, and 9 may be assigned by any Holder to any Person in connection with any Transfer (as defined in the Securities Purchase Agreement) a transferee or assignment assignee of its Registrable Securities not sold to in a Transfer permitted by Section 4.2 of the Securities Purchase Agreementpublic; provided, however, that (ai) such transfer may otherwise be effected in accordance with applicable securities laws, (b) prior the Company is given written notice by the Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such assignment is given to the Companyregistration rights are being assigned, and (cii) any such transferee agrees or assignee shall agree in writing to be bound by, and become subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Companyobligations of the transferring Holder hereunder.

Transfer of Registration Rights. The Any rights to cause the Company to register securities granted to a Holder under this Agreement may be transferred or assigned to any Person in connection with any a Transfer (as defined in the Securities Purchase Investment Agreement) of any Warrant or assignment of Registrable Securities to such Person in a Transfer permitted by compliance with Section 4.2 5.07 of the Securities Purchase Investment Agreement; provided, however, that (a) such transfer may otherwise be effected in accordance with applicable securities laws, (bi) prior written notice of such assignment of rights is given to the Company, Company and (cii) such transferee Person agrees in writing to be bound by, and subject to, this Agreement as a an “HolderInvestor” pursuant to a written instrument in form and substance reasonably acceptable to the Company.

Transfer of Registration Rights. The rights to cause the Company to register securities granted to a Holder under this Agreement may be assigned to any Person a Permitted Transferee in connection with any Transfer (as defined in the Securities Purchase Agreement) transfer or assignment of Registrable Securities to such Permitted Transferee in a Transfer permitted by Section 4.2 of accordance with the Securities Purchase Subscription Agreement; provided, however, that (a) such transfer may is otherwise be effected in accordance with applicable securities laws, (b) prior written notice of such assignment is given to the Company, and (c) such transferee Permitted Transferee agrees in writing to be bound by, and subject to, this Agreement as a “Holder” pursuant to a written instrument in form and substance reasonably acceptable to the Company.