Common use of Transferability of Notes Clause in Contracts

Transferability of Notes. Each Consenting Convertible Note Holder agrees that, during the Pre-Closing Period, it shall not, directly or indirectly, sell, assign, loan, issue, pledge, hypothecate, convey or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in (each, a “Transfer”) any of its Convertible Notes, and any purported Transfer of any Notes shall be null and void and without effect, unless the transferee thereof (the “Transferee”) either (i) is a Consenting Convertible Note Holder at the time of such Transfer, or (ii) prior to the effectiveness of such Transfer, agrees in writing, for the benefit of and in a manner satisfactory the Parties, to become bound by all of the terms of this Agreement applicable to a Consenting Convertible Note Holder (including with respect to any and all Convertible Notes it already may own or control prior to such Transfer) by executing a joinder agreement in form and substance satisfactory to the Parties (a “Joinder Agreement”), and delivering an executed copy thereof to counsel to each Party, in which event (x) the Transferee shall be deemed to be a Consenting Convertible Note Holder hereunder with respect to all Convertible Notes held by such Transferee and (y) the transferor Consenting Convertible Note Holder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement solely to the extent of such transferred Convertible Notes. Notwithstanding the foregoing, the restrictions on Transfer set forth in this Section 6.14 shall not apply to the grant of any Liens or encumbrances on any Convertible Notes in favor of a bank or broker-dealer holding custody of such Convertible Notes in the ordinary course of business, which do not adversely affect such Consenting Convertible Note Holder’s obligations under this Agreement, and which Lien or encumbrance is released upon the Transfer of such Convertible Notes. Any Transfer that does not comply with the foregoing shall be deemed void ab initio and each Party hereto shall have the right to enforce the voiding of such Transfer.

Transferability of Notes. Each Consenting Convertible Note Holder agrees that, during the Pre-Closing Period, it shall not, directly or indirectly, sell, assign, loan, issue, pledge, hypothecate, convey or otherwise transfer or dispose of or grant, issue, or sell any option, right to acquire, voting, participation, or other interest in (each, a “Transfer”) any of its Convertible NotesNotes such that, as a result of any such Transfer, the aggregate principal amount of Convertible Notes held by such Consenting Convertible Note Holder would be less than the aggregate principal amount of Convertible Notes set forth opposite such Consenting Convertible Note Holder’s name on Schedule 4.2, and any purported Transfer of any Notes that results in the aggregate principal amount of Convertible Notes held by such Consenting Convertible Note Holder being less than the aggregate principal amount of Convertible Notes set forth opposite such Consenting Convertible Note Holder’s name on Schedule 4.2 shall be null and void and without effect, unless the transferee thereof (the “Transferee”) either (i) is a Consenting Convertible Note Holder at the time of such Transfer, or (ii) prior to the effectiveness of such Transfer, agrees in writing, for the benefit of and in a manner satisfactory the Parties, to become bound by all of the terms of this Agreement applicable to a Consenting Convertible Note Holder (including with respect to any and all Convertible Notes it already may own or control prior to such Transfer) by executing a joinder agreement in form and substance satisfactory to the Parties (a “Joinder Agreement”), and delivering an executed copy thereof to counsel to each Party, in which event (x) the Transferee shall be deemed to be a Consenting Convertible Note Holder hereunder with respect to all Convertible Notes held by such Transferee and (y) the transferor Consenting Convertible Note Holder shall be deemed to relinquish its rights, and be released from its obligations, under this Agreement solely to the extent of such transferred Convertible Notes. Notwithstanding the foregoing, the restrictions on Transfer set forth in this Section 6.14 shall not apply to the grant of any Liens or encumbrances on any Convertible Notes in favor of a bank or broker-dealer holding custody of such Convertible Notes in the ordinary course of business, which do not adversely affect such Consenting Convertible Note Holder’s obligations under this Agreement, and which Lien or encumbrance is released upon the Transfer of such Convertible Notes. Any Transfer that does not comply with the foregoing shall be deemed void ab initio and each Party hereto shall have the right to enforce the voiding of such Transfer.