Common use of Assignments and Transfers by the Company Clause in Contracts

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Holders, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entity, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) such entity shall assume, and by virtue of such transaction be deemed to have assumed, the obligations of the Company hereunder, (ii) the term “Company” shall be deemed to refer to such entity, and (iii) the term “Registrable Securities” shall be deemed to include the securities received by the Holders in connection with such transaction unless such securities are otherwise freely tradable by the Holders after giving effect to such transaction.

Assignments and Transfers by the Company. This Except in connection with a Reorganization (as defined below), this Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the HoldersRequired Investors existing at the time of such assignment, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entityPerson (each, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) a “Reorganization”), from and after the effective time of such transaction: (i) , such entity shall assumePerson shall, and by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) the term “Company” shall be deemed to refer to such entity, Person and (iii) the term “Registrable Securities” shall be deemed to include the securities received by the Holders Investors in connection with such transaction unless such securities are otherwise freely tradable by the Holders Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the HoldersVB Funding, in its sole discretion; provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entityPerson, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) , such entity shall assumePerson shall, and by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) the term “Company” shall be deemed to refer to such entity, Person and (iii) the term “Registrable Securities” shall be deemed to include the securities received or to be received by the Holders Investors in connection with such transaction (as though the Note and the Warrants had been converted into shares of Common Stock immediately prior to such transaction) unless such securities are otherwise freely tradable by the Holders Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the HoldersLender, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entityPerson, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) , such entity shall assumePerson shall, and by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) the term “Company” shall be deemed to refer to such entity, Person and (iii) the term “Registrable Securities” shall be deemed to include the securities received or to be received by the Holders Investors in connection with such transaction (as though the Note and the Warrants had been converted into shares of Common Stock immediately prior to such transaction) unless such securities are otherwise freely tradable by the Holders Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Holders, Required Investors; provided, however, that no consent of the Required Investors shall be required in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entityPerson, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) such entity shall assume, and such Person shall, by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) in which case the term “Company” shall be deemed to refer to such entity, Person and (iii) the term terms “Registrable Securities” and “Other Registrable Securities” shall be deemed to include the securities received by the Holders Investors and the Other Holders, as applicable, in connection with such transaction unless such securities are otherwise freely tradable by the Holders Investors and the Other Holders, as applicable, after giving effect to such transaction.

Assignments and Transfers by the Company. The provisions of this Agreement shall be binding upon and inure to the benefit of the Company and its permitted successors and assigns. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the HoldersRequired Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is converted into the equity securities of another entityPerson, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) , such entity shall assumePerson shall, and by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) the term “Company” shall be deemed to refer to such entity, Person and (iii) the term “Registrable Securities” shall be deemed to include the securities received by the Holders Investors in connection with such transaction unless such securities are otherwise freely tradable by the Holders Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders, ; provided, however, that no consent of the Required Holders shall be required in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which the Common Stock is Shares are converted into the equity securities of another entityPerson, the agreements executed by the Company shall expressly provide that (and such transaction shall be conditioned upon the inclusion of the following provisions) from and after the effective time of such transaction: (i) such entity shall assume, and such Person shall, by virtue of such transaction transaction, be deemed to have assumed, assumed the obligations of the Company hereunder, (ii) in which case the term “Company” shall be deemed to refer to such entity, Person and (iii) the term “Registrable Securities” shall be deemed to include the securities received by the Holders in connection with such transaction unless such securities are otherwise freely tradable by the Holders after giving effect to such transaction.