Common use of Transfers of Rights Clause in Contracts

Transfers of Rights. (a) If the Investor transfers any rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations under this Agreement, and the rights not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) None of the rights of Huatai under this Agreement shall be transferrable to any other Person except for Permitted Transferees. If the Investor Huatai transfers any rights under this Agreement to a Permitted Transferee in accordance with the Purchase AgreementTransferee, such Permitted Transferee shall, together with all other such Permitted Transferees and Huatai (to the Investorextent Huatai continues to hold Registrable Shares), also have the rights of the Investor Huatai under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor Huatai and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor Huatai hereunder with respect to the rights transferred to it by the InvestorHuatai. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the such written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights and obligations so transferred, and the InvestorHuatai’s obligations under this Agreement, Agreement and the rights not so transferred, transferred shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SharesShares (including any securities acquired in an underwritten offering or pursuant to Rule 144), shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) If the Investor Seller transfers any rights Registrable Securities to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the InvestorSeller, also have the rights of the Investor Seller under this AgreementAgreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8), but only if the Permitted Transferee signs and delivers to the Company Purchaser a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor Seller and the other Permitted Transferees as a party to this Agreement and has assumed assumed, severally but not jointly, the rights and obligations of the Investor Seller hereunder with respect to the rights Registrable Securities transferred to it by the InvestorSeller. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the CompanyPurchaser’s reasonable satisfaction. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the InvestorSeller’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SharesSecurities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SharesSecurities.

Transfers of Rights. (a) If the Investor transfers any rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations under this Agreement, and the rights not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one S-3 Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Registrations or for a S-3 Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) If the Investor transfers any rights Registrable Securities to a Permitted Transferee in accordance with the Purchase Investment Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this AgreementAgreement with respect to such Registrable Securities, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed assumed, severally but not jointly, the rights and obligations of the Investor hereunder with respect to the rights Registrable Securities transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SharesSecurities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SharesSecurities.

Transfers of Rights. (a) If the Investor transfers any rights the Registrable Shares it owns to a Permitted Transferee in accordance with the Purchase Agreementthird party, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have party shall succeed to the rights and obligations of the Investor under this AgreementAgreement with respect to such Registrable Shares, but only if (i) the Permitted Transferee Investor transfers an amount of Registrable Shares to such party that represents, or if converted into Common Shares would represent, at least 10% of the then issued and outstanding Common Shares, (ii) the transfer complies with Section 10 of this Agreement and the Investment Agreement and (iii) such party signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with succeeded to the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investorhereunder. Each such transfer shall be effective when (but only when) the Permitted Transferee transferred securities are registered in the name of the transferee and the transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee transferee shall automatically become and have the rights and obligations of an Investor with respect to the Registrable Shares so transferred, transferred and the Investor’s obligations under this Agreement, transferor shall automatically cease to be and to have the rights not so transferred, shall continueand obligations of an Investor with respect to any and all Shares (including the transferred Registrable Shares), provided that the rights and obligations of the transferor arising under no circumstances Section 10 or otherwise hereunder with respect to periods and matters existing before such cessation shall the Company be required to provide more than one Demand Registrations or Shelf Registrationsurvive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. If 3G or Berkshire (aor any Permitted Transferee thereof) If the Investor transfers any rights to a Permitted Transferee in accordance with the Purchase AgreementTransferee, such Permitted Transferee shall, together with 3G, Berkshire and all other such Permitted Transferees and the InvestorTransferees, also have the rights of the an Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company, 3G and Berkshire) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the an Investor hereunder with respect to the rights transferred to it by the Investor3G or Berkshire, as applicable. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations of an Investor under this Agreement, and the rights not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securitiessecurities as an Investor or otherwise, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) If the an Investor transfers any rights Registrable Shares it owns to a Permitted Transferee in accordance with the Purchase Agreementthird party, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have party shall succeed to the rights and obligations of the such Investor under this AgreementAgreement with respect to such Registrable Shares and be treated hereunder as if it were a separate “Investor” hereunder, but only if (i) the transfer is made to a party to whom such Investor is permitted to transfer Common Shares under section 4.2(b)(i) of the applicable Investment Agreement (a “Permitted Transferee Transferee”) and (ii) such party signs and delivers to the Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it has joined with the succeeded to such Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the such Investor hereunder with respect to the rights transferred to it by the Investorhereunder. Each such transfer shall be effective when (but only when) the Permitted Transferee transferred securities are registered in the name of the transferee and the transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee transferee shall automatically become and have the rights and obligations of an Investor with respect to the Registrable Shares so transferred, transferred and the Investor’s transferor shall automatically cease to be and to have the rights and obligations under this Agreement, of an Investor but only with respect to the transferred Registrable Shares and the transferor shall otherwise maintain all of its rights not so transferred, shall continueand obligations as a separate Investor hereunder, provided that the rights and obligations of the transferor arising under no circumstances Section 8 or otherwise hereunder with respect to periods and matters existing before such cessation shall the Company be required to provide more than one Demand Registrations or Shelf Registrationsurvive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase applicable Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) If the Investor transfers any rights to a Permitted Transferee in accordance with the Purchase Warrant Issuance Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the Investor, also have the rights of the Investor under this Agreement, but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor and the other Permitted Transferees as a party to this Agreement and has assumed the rights and obligations of the Investor hereunder with respect to the rights transferred to it by the Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the Investor’s obligations under this Agreement, and the rights not so transferred, shall continue, ; provided that so long as the original Investor (not including any Permitted Transferee) has any remaining Registrable Shares, the right to request Demand Registrations and Shelf Registrations shall be held only by the original Investor (and not any Permitted Transferees) and under no circumstances shall the Company be required to provide (i) more than one three (3) Demand Registrations and (ii) more than two (2) Shelf Registration (or three (3) in the event the Investor elects to exchange one of its Demand Rights for a Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Warrant Issuance Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Shares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Shares.

Transfers of Rights. (a) If the Investor Holder transfers any rights Registrable Securities to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and the InvestorHolder, also have the rights of the Investor Holder under this AgreementAgreement with respect to such Registrable Securities (including all of the Holder’s rights in Section 8), but only if the Permitted Transferee signs and delivers to the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with the Investor Holder and the other Permitted Transferees as a party to this Agreement and has assumed assumed, severally but not jointly, the rights and obligations of the Investor Holder hereunder with respect to the rights Registrable Securities transferred to it by the InvestorHolder. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to the Company’s reasonable satisfaction. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and the InvestorHolder’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SharesSecurities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SharesSecurities.