Common use of ASSIGNMENT OF THE REGISTRATION RIGHTS Clause in Contracts

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities or Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser the Investors to any transferee of all or any portion of the Registrable Securities or Shares held by such Purchaser only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) . In the transferee event of any delay in filing or effectiveness of the relevant Securities Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or Shares complies with the restrictions on the Purchaser payments set forth in Section 4 of the Securities Purchase Agreement2(c) hereof arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser the Investors to any transferee of all or any portion of the Registrable Securities or Shares held by such Purchaser only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) . In the transferee event of any delay in filing or effectiveness of the relevant Securities Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or Shares complies with the restrictions on the Purchaser payments set forth in Section 4 of the Securities Purchase Agreement18(a) hereof.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities other than Rights Shares pursuant to this Agreement shall be automatically assigned by any Purchaser the Investors to any transferee transferees or assignees of all or of any portion of the Securities or Shares held by such Purchaser securities only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; herein and (de) the transferee of the relevant Securities transfer or Shares complies assignment is made in compliance with the transfer restrictions on the Purchaser set forth in Section 4 of the Securities any Subscription Agreement, Rights Agreement, Warrant Agreement, or Series A Preferred Purchase Agreement, as applicable.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser the Investors to any transferee of the Registrable Securities (or all or any portion of the Securities or Shares held by such Purchaser any unconverted Debenture) only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives received the written notice contemplated by clause (b) of this sentence, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) . In the transferee event of any delay in filing or effectiveness of the relevant Securities Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or Shares complies with the restrictions on the Purchaser payments set forth in Section 4 of the Securities Purchase Agreement2(c) hereof arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Shares, Warrants or Shares the underlying Common Stock held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Initial Shares, Additional Shares, Warrants or Shares the underlying Common Stock held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities Purchaser Shares pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities or Purchaser Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of of: (i) the name and address of such transferee or assignee assignee; and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares securities complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company ------------------------------------- register the Registrable Securities Shares pursuant to this Agreement shall be automatically assigned by any Purchaser the Investor to any transferee of all or any portion at least 30% of the Securities Registrable Shares or Shares held by such Purchaser to the transferee of all of the Options only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) . In the transferee event of any delay in filing or effectiveness of the relevant Securities or Shares complies with Registration Statement as a result of such assignment, the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase AgreementCompany shall not be liable for any damages arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Initial Shares, Additional Shares, Warrants or Shares the underlying Common Stock held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement. 10.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Initial Shares, Additional Shares, Warrants or Shares the underlying Common Stock held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.and

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any the Purchaser to any transferee of all or any portion of the Securities Debentures or Shares the Warrants held by such the Purchaser if: (a) such the Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser Rights Holders to any transferee of all or any portion of the Securities or Registrable Shares held by such Purchaser if: (a) such Purchaser Rights Holders agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of of: (i) the name and address of such transferee or assignee assignee; and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares securities complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any the Purchaser to any transferee of all or any portion of the Securities or Shares held by such the Purchaser if: (a) such transfer is permitted by the Securities Purchase Agreement and the Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 5 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to ------------------------------------- have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any each Purchaser to any transferee of all or any portion of the Series B Preferred Stock, Warrants or Registrable Securities or Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement. In the event of any delay in filing the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by any each Purchaser to any transferee (other than entities that are specifically identified as the Company's competitors under the caption "Competition" in the Company's 1997 Annual Report) of all or any portion of the Securities shares of Series A Preferred Stock or Shares the Warrants held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement. In the event of any delay in filing the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Reorganized Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser Principal Shareholders to any transferee of all or any portion of the Securities or Registrable Shares held by such Purchaser if: (a) such Purchaser Principal Shareholders agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Reorganized Company within a reasonable time after such assignment; (b) the Reorganized Company is, within a reasonable time after such transfer or assignment, furnished with written notice of of: (i) the name and address of such transferee or assignee assignee; and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Reorganized Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Reorganized Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares securities complies with the restrictions on the Purchaser set forth in Section 4 of any Lock-Up/Leak-Out Agreement applicable under the Securities Purchase Principal Shareholders Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any each Purchaser to any transferee of all or any portion of the Securities or Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement. In the event of any delay in filing the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any the Purchaser to any transferee of all or any portion of the Securities Debentures or Shares the Warrants held by such the Purchaser if: (a) such the Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities or Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.and

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities Warrant Shares pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Stock Purchase Warrants or the underlying Warrant Shares held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of of: (i) the name and address of such transferee or assignee assignee; and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares securities complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser the Investors to any transferee of all or any portion of the Securities or Shares held by such Purchaser Permitted Transferee only if: (a) such Purchaser the Investor agrees in writing with the transferee or assignee such Permitted Transferee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; , (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee Permitted Transferee and (ii) the Securities or Shares securities with respect to which such registration rights are being transferred or assigned; , (c) immediately following such transfer or assignment the further disposition of such securities by such Permitted Transferee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee sentence such Permitted Transferee agrees in writing with the Company to be bound by all of the provisions contained herein; . In connection with any such transfer the Company shall, at its sole cost and (d) expense, promptly after such assignment take such actions as shall be reasonably acceptable to the transferee Initial Investor and such Permitted Transferee to assure that the Registration Statement and related prospectus are available for use by such Permitted Transferee for sales of the relevant Registrable Securities or Shares complies with in respect of which the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreementrights to registration have been so assigned.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by any each Purchaser to any transferee (i) of all or any portion of the Securities or at least 50,000 Common Shares held by such Purchaser (subject to appropriate adjustment for stock splits, stock dividends, combinations and recapitalizations and the like), (ii) any family member or trust for the benefit of such Holder or (iii) any affiliate (as such term is defined for US securities law purposes if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 the Subscription Agreement. In the event of any delay in filing the Securities Purchase AgreementRegistration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay.

ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company register Warrants or Registrable Securities pursuant to this Agreement shall be automatically assigned by any Purchaser to any transferee of all or any portion of the Securities Preferred Shares, Warrants or Shares the underlying Common Stock held by such Purchaser if: (a) such Purchaser agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee assignee, and (ii) the Securities or Shares with respect to which such registration rights are being transferred or assigned; (c) at or before the time the Company receives the written notice contemplated by clause (b) of this sentence, the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (d) the transferee transfer of the relevant Securities or Shares complies with the restrictions on the Purchaser set forth in Section 4 of the Securities Purchase Agreement.