Common use of Registration Rights; Refusal Rights Clause in Contracts

Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 may be assigned only to a person who after such assignment holds at least ten percent (10%) of the Registrable Securities and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereof; provided, however, that no person may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning person 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 (ii) such transferee is determined by the Board to not be a competitor of the Company; 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 4, and shall agree in writing, in a form acceptable to the Company, to be bound by such Agreement. Notwithstanding the foregoing, assignment of the rights in Sections 2 and 3 hereof may be made without the Company’s consent or obtaining the minimum number of shares of Registrable Securities noted above if the assignment is to an Affiliate of the Holder or the Rights Holder.

Registration Rights; Refusal Rights. The registration rights of a Holder under Section 2 hereof and the rights of first refusal of a Rights Holder under Section 3 hereof may be assigned only to a person party who after such assignment holds acquires at least ten percent (10%) 200,000 shares of the Registrable Securities Preferred Stock and/or an equivalent number (on an as-converted basis) of Registrable Securities issued upon conversion thereofthereof (each as adjusted for stock splits, stock dividends, combinations and the like); provided, however, however that no person party may be assigned any of the foregoing rights unless (i) the Company is given written notice by the assigning person 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; provided further, and (ii) that any such transferee assignee of such rights is determined not deemed by the Board of Directors of the Company, in its reasonable judgment, to not 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 4, and shall agree in writing, in a form acceptable . Notwithstanding anything herein to the Companycontrary, to be bound by such Agreement. Notwithstanding the foregoing, assignment registration and/or first refusal rights of the rights in Sections a Holder under Section 2 and 3 hereof may be made without the Company’s consent assigned to (i) a subsidiary, parent, partner, limited partner, retired partner, member, retired member, Affiliate, affiliated venture capital fund or obtaining the minimum number stockholder of shares of Registrable Securities noted above if the assignment is to an Affiliate of the a Holder or (ii) a Holder’s family member or trust for the Rights benefit of an individual Holder.