Common use of Transfers in Compliance with Law; Substitution of Transferee Clause in Contracts

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 1 or Section 2 unless: (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (whereupon such transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations, as its, his, or her predecessor hereunder); (b) the transfer complies in all respects with the applicable provisions of this Agreement; and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. Upon becoming a party to this Agreement, the Permitted Transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee.

Transfers in Compliance with Law; Substitution of Transferee. (a) Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 1 2 or Section 2 unless: 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if (1) to a Permitted Transferee or Partner Transferee or (2) in a transfer by any person other than a Major Stockholder, the transferee has agreed executes, prior to such transfer, a Transfer Agreement substantially in writing the form attached hereto as Exhibit A, which shall cause such transferee to be bound by the terms and conditions obligations of this Agreement (whereupon such transferee shall be substituted forAgreement, and shall enjoy the same rights and be subject to the same obligations, as its, his, or her predecessor hereunder); (b) the transfer complies in all respects with the applicable provisions of this Agreement; Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, the Permitted Transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee.(i) the

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 1 2 or Section 2 unless: 3 (except in an Exempt Transfer in the case of the following clauses (a) and (b)) unless (a) if to a Permitted Transferee, the transferee has agreed in writing executes, prior to be bound by the terms and conditions of this Agreement (whereupon such transferee shall be substituted fortransfer, and shall enjoy the same rights and be subject to the same obligationsa Transfer Agreement, as its, his, or her predecessor hereunder); (b) the transfer complies in all respects with the applicable provisions of this Agreement; Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder's expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, the Permitted Transferee of a Stockholder shall be substituted for, for the transferring Stockholder and shall enjoy the same rights and deemed to be subject to the same obligations as, the transferring Stockholder hereunder with respect this Agreement to the Shares transferred to such Permitted Transfereeextent provided herein.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Article II, Section 1 3.1(a), Section 3.2(a) or Section 2 unless: 3.3(d) unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (whereupon such transferee shall be substituted forpursuant to an instrument substantially in the form attached hereto as Exhibit A-1, and shall enjoy the same rights and be subject to the same obligations, as its, his, or her predecessor hereunder); (b) the transfer complies in all respects with the applicable provisions of this Agreement; Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. If requested by the Company, an opinion of counsel to such transferring Stockholder shall be supplied to the Company, at such transferring Stockholder’s expense, to the effect that such transfer complies with the applicable federal and state securities laws. Upon becoming a party to this Agreement, the Permitted Transferee of a Stockholder transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such Permitted Transfereetransferee.

Transfers in Compliance with Law; Substitution of Transferee. Notwithstanding any other provision of this Agreement, no transfer may be made pursuant to this Section 1 or Section 2 unless: unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (whereupon such transferee shall be substituted for, and shall enjoy the same rights and be subject to the same obligations, as its, his, or her predecessor hereunder); ) and (b) the transfer complies in all respects with the applicable provisions of this Agreement; Agreement and (c) the transfer complies in all respects with applicable federal and state securities laws, including, without limitation, the Securities Act. Upon becoming a party to this Agreement, the Permitted Transferee of a Stockholder shall be substituted for, and shall enjoy the same rights and be subject to the same obligations as, the transferring Stockholder hereunder with respect to the Shares transferred to such Permitted Transferee.