Common use of Registration Rights; Refusal Rights Clause in Contracts

Registration Rights; Refusal Rights. The registration rights of ----------------------------------- a Holder under Section 1 hereof, the rights of first offer under Section 2 hereof and the Rights of First Refusal under Section 3 hereof may be assigned only to: (i) any partner or retired partner of any such Holder which is a partnership; (ii) any family member or trust for the benefit of any Holder who is an individual; (iii) with respect to the registration rights under Section 1, to any transferee who acquires at least 500,000 shares of Registrable Securities; and (iv) with respect to the rights of first offer under Section 2, and the Rights of First Refusal under Section 3 hereof to any transferee who acquires at least 500,000 shares of Registrable Securities; provided, however, -------- ------- that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning prior to the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided -------- further, that any such assignee shall receive such assigned rights subject to ------- all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.

Registration Rights; Refusal Rights. The registration rights of ----------------------------------- a Holder under Section 1 hereof, the rights of first offer under Section 2 hereof and the rights of first refusal of a Rights of First Refusal Holder under Section 3 hereof may be assigned only to: to (i) any partner or retired partner a party that acquires at least 200,000 shares of any such Holder which is a partnership; Preferred Stock and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof, (ii) a transferee or assignee of such securities that is an affiliate (including any affiliated fund or investment vehicle managed by the same manager or its successor or affiliated managers), subsidiary, parent, partner, limited partner, retired partner, member or retired member of such Holder, or is an Investor’s family member or trust for the benefit of any Holder who is an individual; (iii) with respect to the registration rights under Section 1, to any transferee who acquires at least 500,000 shares of Registrable Securities; and (iv) with respect to the rights of first offer under Section 2, and the Rights of First Refusal under Section 3 hereof to any transferee who acquires at least 500,000 shares of Registrable Securitiesindividual Holder; provided, however, -------- ------- however that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning prior to party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided -------- provided, further, that any such assignee of such rights is not deemed by the Board of Directors of the Company, in its reasonable judgment, to be a competitor of the Company; and provided, further that any such assignee shall receive such assigned rights subject to ------- all the terms and conditions of this Agreement, including without limitation the provisions of this Section 54.1.

Registration Rights; Refusal Rights. The registration rights of ----------------------------------- a Holder under Section 1 hereof, the rights of first offer under Section 2 hereof and the rights of first offer of a Rights of First Refusal Holder under Section 3 hereof may be assigned only to: (i) any direct or indirect partner or retired partner of any such Holder which or Rights Holder that is a partnership; (ii) any family member or trust for the benefit of any Holder or Rights Holder who is an individual; (iii) any wholly owned Subsidiary of such Holder; (iv) with respect to the registration rights under Section 12, to any transferee who acquires at least 500,000 1,000,000 shares of Registrable Securities; and (ivv) with respect to the rights of first offer under Section 23, and the Rights of First Refusal under Section 3 hereof to any transferee who acquires at least 500,000 1,000,000 shares of Registrable Securities; provided, however, -------- ------- that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning prior to party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided -------- provided, further, that any such assignee shall receive such assigned rights subject to ------- all the terms and conditions of this Agreement, including without limitation the provisions of this Section 54.

Registration Rights; Refusal Rights. The registration ----------------------------------- rights of ----------------------------------- a Holder under Section 1 hereof, the rights of first offer under Section 2 hereof and the rights of first offer of a Rights of First Refusal Holder under Section 3 hereof may be assigned only to: (i) any partner or retired partner partner, member or retired member of any such Holder or Rights Holder which is a partnershippartnership or limited liability company; (ii) any family member or trust for the benefit of any Holder or Rights Holder who is an individual; (iii) with respect to the registration rights under Section 12, to any transferee who acquires at least 500,000 20% of the shares of Registrable SecuritiesSecurities then held by such Holder; and (iv) with respect to the rights of first offer under Section 23, and the Rights of First Refusal under Section 3 hereof to any transferee who acquires at least 500,000 20% of the shares of Registrable SecuritiesSecurities then held by such Holder; provided, provided however, -------- ------- that no party may be assigned any of -------- ------- the foregoing rights unless the Company is given written notice by the assigning prior to party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided -------- further, that any such assignee shall -------- ------- receive such assigned rights subject to ------- all the terms and conditions of this Agreement, including without limitation the provisions of this Section 54.

Registration Rights; Refusal Rights. The registration rights of ----------------------------------- a Holder under Section 1 hereof, the rights of first offer under Section 2 hereof and the rights of first offer of a Rights of First Refusal Holder under Section 3 hereof may be assigned only to: (i) any direct or indirect partner or retired partner of any such Holder which or Rights Holder that is a partnership; (ii) any member or former member of any holder which is a limited liability company; (iii) any family member or trust for the benefit of any Holder or Rights Holder who is an individual; (iiiiv) with respect to the registration rights under Section 1, to any transferee who acquires at least 500,000 shares wholly owned subsidiary of Registrable Securitiessuch Holder; and (ivv) with respect to the rights of first offer under Section 2, and the Rights of First Refusal under Section 3 hereof to any transferee who acquires at least 500,000 shares of Registrable Securities; provided, however, -------- ------- that no party may be assigned any of the foregoing rights unless the Company is given written notice by the assigning prior to party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and provided -------- provided, further, that any such assignee shall receive such assigned rights subject to ------- all the terms and conditions of this Agreement, including without limitation the provisions of this Section 5.