Common use of Transfers of Rights Clause in Contracts

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Act.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure Upon notice to the benefit ofCompany, and be binding upon, a Holder may transfer Registrable Shares voluntarily or by operation of law at any time prior to the successors, permitted assigns, heirs, executors and administrators receipt of the parties hereto. The written notice of a proposed registration rights under pursuant to Section 2 hereof, the information rights under Section 3 hereof2.1(b), and the rights transferee of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock and/or Series C Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee Shares shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express no rights or implied, is intended obligations pursuant to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, a Holder may not transfer Registrable Shares voluntarily or by operation of law at any time during the period commencing on the date of receipt of written notice of a proposed registration pursuant to Section 2.1(b) through the earlier of the date of (i) expiration of the lock-up agreement referred to in Section 2.8 relating to such registration or (ii) receipt of written notice from the Company of the withdrawal by the Initiating Holders of their request for such registration, unless any person or entity to which Registrable Shares are to be transferred agrees in writing to be bound by the obligations under Section 2.7 to the same extent as if such transferee were a Holder hereunder. Each of the GS Entities may assign its rights and obligations hereunder (in whole or in part) to any Person to which such GS Entity transfers its ownership of at least 1,000,000 Registrable Shares (collectively, “Permitted Transferees”) (and any Permitted Transferee may transfer such rights and obligations to any subsequent Permitted Transferee). Any such assignment shall be effective upon receipt by the Company of (x) written notice from the transferring GS Entity stating the name and address of any Permitted Transferee and identifying the number of shares of Registrable Shares with respect to which the rights of first refusal contained in Section 4 may be under this Agreement are being transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 and the nature of the Securities Actrights so transferred and (y) a written agreement from such Permitted Transferee to be bound by the applicable terms of this Agreement.

Transfers of Rights. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. The registration rights under Section 2 hereof, the information rights under Section 3 hereof, and the rights of first refusal under Section 4 hereof, may only be transferred to transferees or assignees acquiring the greater of (a) at least 300,000 shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and/or Series C D Preferred Stock (on an as-converted basis and subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) or (b) all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series C D Preferred Stock (or Common Stock issued upon conversion thereof), then held by the transferor; provided that each transferee or assignee of rights under this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Company’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee’s signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Adoption Agreement, each of the parties appoints the Company as its attorney in fact for the purpose of executing any Adoption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Registrable Securities subject to this Agreement on its books or issue a new certificate representing any such Registrable Securities unless and until such transferee shall have complied with the terms of this Section 6.2. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding the foregoing, the rights of first refusal contained in Section 4 may be transferred or assigned only to a Person that is an “accredited” investor as defined in Rule 501 of the Securities Act.