Common use of Transfer or Assignment of Warrant Clause in Contracts

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) an opinion of counsel reasonably satisfactory to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled, provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of Holder.

Transfer or Assignment of Warrant. (a) This WarrantWarrant and all rights hereunder are not transferable by the registered Holder hereof except to any Person who, prior to such transfer, agrees in writing, in form and any rights hereundersubstance reasonably satisfactory to the Company, may not to be assigned or transferred, except as provided herein bound by the terms of this Warrant and the Amended and Restated Investor Rights Agreement in accordance with and subject to the provisions hereof and thereof. Each Holder of (i) applicable state securities lawsthis Warrant by taking or holding the same, consents and (ii) agrees that the Securities Act of 1933, as amended, registered Holder hereof may be treated by the Company and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to all other persons dealing with this Warrant as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 shall be null absolute owner hereof for any purpose and void and of no force and effectas the person entitled to exercise the rights represented hereby. (b) This Warrant, and any rights hereunder, may be transferred or assigned only Subject to compliance with the prior written terms of this Warrant and the Amended and Restated Investor Rights Agreement, the Holder of this Warrant shall be entitled, without obtaining the consent of the CompanyCompany to assign and transfer this Warrant, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer at any time in whole or assignment and a detailed statement of the circumstances surrounding the proposed transfer from time to time in part, to any Person or assignment and (ii) an opinion of counsel reasonably satisfactory Persons. Subject to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Actpreceding sentence, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. (c) Any assignment permitted hereunder shall be made by upon surrender of this Warrant to the Company at its principal office Company, together with the attached Warrant Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such eventexecuted, the Company shall, without charge, execute and deliver a new warrant Warrant for the Common Shares assigned in the Warrant Form Assignment in the name of the assignee or assignees named in such instrument of assignment and, if the Holder's entire interest is not being assigned, a new Warrant for the balance of the Common Shares for which this Warrant is then exercisable which are not so assigned in the amount so assigned name of the Holder and this Warrant shall promptly be promptly canceled, provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of Holder.

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) if reasonably requested by the Company, an opinion of counsel reasonably satisfactory to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled, provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of Holder.

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 9 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) if reasonably requested by the Company, an opinion of counsel reasonably satisfactory to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled, provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of Holder.

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 9 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) an opinion of counsel reasonably satisfactory to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. Prior to the transfer or assignment, the assignor or transferor shall reimburse the Company for its reasonable expenses, including transfer taxes and attorneys' fees, incurred in connection with the transfer or assignment. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant Warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled. (d) The foregoing restrictions against transfer and assignment shall not apply in the case of: (i) transfer pursuant to a merger or consolidation of the Company; (ii) transfer pursuant to a public offering registered under the Securities Act of 1933, as amended; (iii) transfer by the Holder directly or indirectly to, or for the benefit of, his spouse, children, or other blood relatives with consanguinity in and to the second degree or to any trust instrument where the Holder is a trustee or beneficiary; (iv) transfer by the Holder to his heirs, executors, personal representatives or other assigns as a result of his death or incapacity (or, in the case of a Holder which is an entity, its dissolution or other termination); or (v) transfer by the Holder to any unrelated natural person or persons which transfer is a gift or bequest or without consideration; provided, however, that no such transfer described in this clause (v) shall be for greater than fifteen percent (15%) of all securities of the event that Company owned by the transferring Holder hereof as of the date hereof. Any transfer referred to in clause (iii), (iv) or (v) shall assign or transfer less than be conditioned on the full amount of this Warranttransferee (and the transferee's spouse, if applicable) becoming a new warrant evidencing the remaining portion of party to this Warrant not so assigned or prior to becoming the record owner of the transferred shall be issued in the name of HolderWarrant.

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, Warrant may not be assigned or transferred, transferred except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules Rules and regulations Regulations promulgated thereunder (such Act and such rules Rules and regulations Regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 Section6 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which Warrant shall be granted transferable only upon receipt by the Company Company, if requested by the Company, of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) an opinion of counsel reasonably satisfactory to the Company Company, which may be counsel to the Company, that (i) the i)the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such ii)such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. Prior to the transfer or assignment, the assignor or transferor shall reimburse the Company for its expenses, including attorneys' fees, incurred in connection with the transfer or assignment. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, event the Company shall, without charge, execute and deliver a new warrant Warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall promptly be promptly canceledcancelled. This Warrant may be divided or combined with other warrants which carry the same rights together with a written notice signed by the holder thereof, provided, however, that specifying the names and denominations in which new warrants are to be issued. Upon the event that Holder hereof shall assign transfer of all or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned in accordance with the terms of this Agreement, the new holder or transferred holders shall be issued in have and hold all of the name rights of Holderthe transferor hereunder.

Transfer or Assignment of Warrant. (a) This Warrant, and any The rights hereunder, of the Warrant Holder --------------------------------- under this Warrant Agreement may not be assigned or transferred, except as provided herein and exercised, exchanged or assigned ("transferred"), in accordance with and whole or in part, subject to the provisions of this Section 4. The Warrant Holder may only make transfers hereunder to the Warrant Holder's children or trusts benefiting his children or upon death by will or by the laws of descent and distribution. Additionally, any transferee hereunder must agree to be bound by all of the terms and conditions of this Warrant Agreement and the Registration Rights Agreement referenced in Section 12 below. Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Warrant in contravention of this Warrant Agreement shall be void and shall have no effect. The Company shall register on its books any transfer of the Warrant, upon surrender of same to the Company with a written instrument of transfer duly executed by the registered Warrant Holder or by a duly authorized attorney. Upon any such registration of a transfer, new Warrant(s) shall be issued to the transferee(s) and the surrendered Warrant shall be cancelled by the Company. A Warrant may also be exchanged, at the option of the Warrant Holder, for one or more new Warrants representing the aggregate number of Shares evidenced by the Warrant surrendered. This Warrant and the Shares or any other securities (i"Other Securities") applicable state securities laws, and (ii) received upon exercise of this Warrant or the conversion of the Shares shall be subject to restrictions on transferability unless registered under the Securities Act Act, of 1933, as amended, amended (the "Securities Act") or unless an exemption from registration is available. This Warrant and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred Warrant Shares may also be subject to as restrictions on transferability under applicable state securities or blue sky laws. Until the "Warrant and/or the Shares are registered under the Securities Act"). Any purported , the Warrant Holder shall reimburse the Company for its expenses, including attorneys' fees, incurred in connection with any transfer or assignment made other than assignment, in accordance with this Section 10 shall be null and void and of no force and effect. (b) This Warrantwhole or in part, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and (ii) an opinion of counsel reasonably satisfactory to the Company that (i) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (ii) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities law. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay or any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled, provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of HolderShares.

Transfer or Assignment of Warrant. (a) This Warrant, and any rights hereunder, may not be assigned or transferred, except as provided herein and in accordance with and subject to the provisions of (i) applicable state securities laws, and (ii) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (such Act and such rules and regulations being hereinafter collectively referred to as the "Act"). Any purported transfer or assignment made other than in accordance with this Section 10 7 shall be null and void and of no force and effect. (b) This Warrant, and any rights hereunder, may be transferred or assigned only with the prior written consent of the Company, which shall be granted only upon receipt by the Company of (i) notice of the proposed transfer or assignment and a detailed statement of the circumstances surrounding the proposed transfer or assignment and assignment, (ii) if reasonably requested by the Company, an opinion of counsel reasonably satisfactory to the Company that (iA) the transferee is a person to whom this Warrant may be legally transferred without registration under the Act, and (iiB) such transfer will not violate any applicable law or governmental rule or regulation, including, without limitation, any applicable federal or state securities lawlaw and (iii) an agreement in writing that the transferee shall be subject to each of the terms of that certain Voting and Lock-Up Agreement, dated as of December 14, 2007, by and between the Company and the Customer. (c) Any assignment permitted hereunder shall be made by surrender of this Warrant to the Company at its principal office with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, if any. In such event, the Company shall, without charge, execute and deliver a new warrant in the name of the assignee named in such instrument of assignment in the amount so assigned and this Warrant shall be promptly canceled, ; provided, however, that in the event that Holder hereof shall assign or transfer less than the full amount of this Warrant, a new warrant evidencing the remaining portion of this Warrant not so assigned or transferred shall be issued in the name of Holder.