Common use of Transfer/Assignment Clause in Contracts

Transfer/Assignment. (A) Subject to compliance with applicable securities laws, without obtaining the consent of the Company to assign or transfer this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the transferee, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company. (B) The Warrantholder agrees that all certificates or other instruments representing the Warrant and the Shares will bear a legend substantially to the following effect on the terms and subject to the conditions, limitations and other provisions of Section 5.4 of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.

Transfer/Assignment. (Ai) With respect to the Investors, this Warrant and the Warrant Shares may only be transferred in accordance with the terms of the Shareholders Agreement. Subject to compliance with applicable securities lawsthe first sentence of this Section 8, without obtaining the consent legend as set forth on the cover page of this Warrant and, in the case of the Company to assign or transfer this WarrantInvestors, the terms of the Shareholders Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company Corporation by the registered holder hereof in person or by duly authorized attorney, and a new warrant Warrant shall be made and delivered by the CompanyCorporation, of the same tenor and date as this Warrant but registered in the name of the transfereeone or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company Corporation described in Section 3. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder will be entitled to receive from the Corporation a new Warrant in substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants Warrants pursuant to this Section 8 shall be paid by the CompanyCorporation, other than the costs and expenses of counsel or any other advisor to the Warrantholder and its transferee. (Bii) The Warrantholder agrees that all certificates or other instruments representing Notwithstanding the foregoing, with respect to the Investors, this Warrant and the Warrant Shares will bear a legend substantially to the following effect on the terms and issued upon exercise of this Warrant shall be subject to the conditions, limitations and other provisions of applicable restrictions as set forth in Section 5.4 2.1 of the Securities Purchase Shareholders Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. (iii) If and for so long as required by the Framework Agreement, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSthis Warrant Certificate shall contain a legend as set forth in Section 4.3 of the Framework Agreement.

Transfer/Assignment. (A) Subject to compliance with the applicable securities laws, without obtaining the consent legend as set forth on the cover page of the Company to assign or transfer this Warrant, and the Investor Rights Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same date and tenor and date as this Warrant but registered in the name of the transfereeone or more transferees, upon surrender of this WarrantWarrant and the ownership transfer form substantially in the form of Annex B hereto, duly endorsed, to the office or agency of Company. The Warrantholder undertakes to the Company described that any transfer of this Warrant shall at all times be subject to compliance with the Investor Rights Agreement, the Securities Act, and all other securities laws of any applicable jurisdiction. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder will be entitled to receive from the Company a new warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company. (B) The Warrantholder agrees that all certificates , other than the costs and expenses of counsel or any other instruments representing the Warrant and the Shares will bear a legend substantially advisor to the following effect on Warrantholder and its transferee. The acceptance of the terms new warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and subject obligations in respect of the new warrant that the Warrantholder has in respect of this Warrant. In no event shall the Company be required to pay any tax which may be payable in respect of any transfer. Any obligation of the Company hereunder shall be solely owed to the conditions, limitations registered holder of this Warrant. Any purported assignment or transfer in violation of this Section 8 shall be null and other provisions of Section 5.4 of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSvoid.

Transfer/Assignment. (Ai) This Warrant may be Transferred only in accordance with the terms of the Transaction Agreement and this Warrant and the Warrant Shares may be Transferred only in accordance with Sections 4.2 and 4.4 of the Transaction Agreement and this Warrant. Subject to compliance with applicable securities lawsthe first sentence of this Section 8(i), without obtaining the consent legend as set forth on the cover page of this Warrant and the terms of the Company to assign or transfer this WarrantTransaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by a duly authorized attorney, and a new warrant Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more Transferees. If the transfereetransferring holder does not Transfer the entirety of its rights to purchase all Warrant Shares hereunder, upon surrender of this Warrant, duly endorsed, such holder shall be entitled to the office or agency of receive from the Company described a new Warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not Transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to Warrant in accordance with this Section 8 ‎8 shall be paid by the Company, other than the costs and expenses of counsel for the transferor and Transferee. (Bii) The If and for so long as required by the Transaction Agreement, any Warrant and Warrant Shares book entry issued hereunder shall contain a legend as set forth in Section 4.2 of the Transaction Agreement. (iii) solely with respect to any unvested portion of the Warrant, if Warrantholder agrees that all certificates or other instruments representing any Transferee is no longer an Affiliate of Amazon, Warrantholder or such Transferee shall promptly Transfer the Warrant to Amazon or to an Affiliate of Amazon, and until the Warrant is so Transferred, Warrantholder or such Transferee shall not be entitled to exercise any rights (including the right to exercise the Warrant) under this Agreement or under the Warrant other than the right to Transfer the Warrant to Amazon or to an Affiliate of Amazon. (iv) Warrant Shares will bear a legend substantially to the following effect on the terms and subject to the conditions, limitations and other provisions of Section 5.4 of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSany restrictive legends may only be Transferred in accordance with Applicable Law.

Transfer/Assignment. (A) Subject to compliance with the applicable securities laws, without obtaining and the consent legend as set forth on the cover page of the Company to assign or transfer this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same date and tenor and date as this Warrant but registered in the name of the transfereeone or more transferees, upon surrender of this WarrantWarrant and the ownership transfer form substantially in the form of Annex B hereto, duly endorsed, to the office or agency of Company. The Warrantholder undertakes to the Company described that any transfer of this Warrant shall at all times be subject to compliance with the Securities Act, and all other securities laws of any applicable jurisdiction. If the transferring holder does not transfer the entirety of its rights to purchase all Warrant Shares hereunder, such holder will be entitled to receive from the Company a new warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not transferred. All expenses (other than including stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company. (B) Warrantholder and its transferee. The acceptance of the new warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the new warrant that the Warrantholder agrees that all certificates or other instruments representing has in respect of this Warrant. In no event shall the Warrant Company be required to pay any tax which may be payable in respect of any transfer, and the Shares will bear a legend substantially Company shall not be required to issue or deliver any new warrant to the following effect on transferee unless and until the terms and subject Person or Persons requesting the issue thereof shall have paid to the conditions, limitations and other provisions Company the amount of Section 5.4 such tax or shall have established to the satisfaction of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSCompany that such tax has been paid or is not payable. Any obligation of the Company hereunder shall be solely owed to the registered holder of this Warrant. Any purported assignment or transfer in violation of this Section 8 shall be null and void.

Transfer/Assignment. (A) Notwithstanding anything to the contrary contained in this Agreement, no Transfer of Warrants by any Person or issuance of Warrant Interests by the Company shall be made if such issuance would violate any state or U.S. federal securities laws. (B) If Holder purports to Transfer Warrants to any Person in a transaction that would violate the provisions of this Warrant or that would violate any applicable federal or state securities law, such Transfer shall be void ab initio and of no effect. (C) Subject to the provisions of this Warrant and compliance with applicable securities laws, without obtaining the consent of the Company to assign or transfer this Warrant, this Warrant and all rights and obligations hereunder are transferablemay be transferred to any Person, in whole or in part, upon and any such Transfer shall be reflected on the books and records of the Company by maintained pursuant to Section 8 of this Warrant upon surrender of the registered holder hereof in person Warrant with a properly executed form of Assignment attached hereto as Exhibit B (the “Form of Assignment”) at the principal office of the Company and upon payment of any necessary transfer tax or by duly authorized attorneyother governmental charge imposed upon such transfer. Upon surrender for registration of transfer or exchange of this Warrant together with a properly executed Form of Assignment and payment of any applicable tax or charge related thereto, the Company shall, at its sole cost and a expense, execute and deliver one or more new warrant Warrants of like tenor which shall be made and delivered by the Companyexercisable for a like aggregate number of Warrant Interests, of the same tenor and date as this Warrant but registered in the name of the transfereeHolder and/or a transferee or transferees, upon surrender as applicable. (D) Each taker and holder of this Warrant, duly by taking or holding the same, consents and agrees that when this Warrant shall have been so endorsed, the Person in possession of this Warrant may be treated by the Company, and all other Persons dealing with this Warrant, as the absolute owner hereof and as Holder for any purpose and as the Person entitled to exercise the rights represented hereby, any notice to the office or agency contrary notwithstanding; provided, however, that until a transfer of this Warrant is properly made pursuant to the terms of this Warrant and duly registered on the books of the Company described in maintained pursuant to Section 3. All expenses 8 of this Warrant, the Company may treat the Holder as the owner for all purposes. (E) The Company shall not be required to pay any tax or other than stock transfer taxes) and other charges payable governmental charge imposed in connection with any transfer of this Warrant, whether certificated or uncertificated, in any name other than that of Holder, and, in such case, the preparationCompany shall not be required to issue such Warrant Interests or deliver any certificate representing such Warrant Interests, execution and delivery of the new warrants pursuant if applicable, until such tax or other governmental charge has been paid, or it has been established to this Section 8 shall be paid by the Company.’s reasonable satisfaction that no tax or other charge is due (BF) The Warrantholder agrees that all certificates Any Transferee of this Warrant or other instruments representing the Warrant and the Shares will bear a legend substantially any portion hereof, by their acceptance of this Warrant, is deemed to the following effect on agree to be bound by the terms and subject to the conditions, limitations and other provisions conditions of Section 5.4 of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSthis Warrant.

Transfer/Assignment. (Ai) This Warrant may be Transferred only in accordance with the terms of the Transaction Agreement and this Warrant and the Warrant Shares may be Transferred only in accordance with Sections 4.2 and 4.4 of the Transaction Agreement and this Warrant. Subject to compliance with applicable securities lawsthe first sentence of this Section 8(i), without obtaining the consent legend as set forth on the cover page of this Warrant and the terms of the Company to assign or transfer this WarrantTransaction Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by a duly authorized attorney, and a new warrant Warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more Transferees. If the transfereetransferring holder does not Transfer the entirety of its rights to purchase all Warrant Shares hereunder, upon surrender of this Warrant, duly endorsed, such holder shall be entitled to the office or agency of receive from the Company described a new Warrant in Section 3substantially identical form for the purchase of that number of Warrant Shares as to which the right to purchase was not Transferred. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to Warrant in accordance with this Section 8 shall be paid by the Company, other than the costs and expenses of counsel for the transferor and Transferee. (Bii) The If and for so long as required by the Transaction Agreement, any Warrant and Warrant Shares book entry issued hereunder shall contain a legend as set forth in Section 4.2 of the Transaction Agreement. (iii) solely with respect to any unvested portion of the Warrant, if Warrantholder agrees that all certificates or other instruments representing any Transferee is no longer an Affiliate of Amazon, Warrantholder or such Transferee shall promptly Transfer the Warrant to Amazon or to an Affiliate of Amazon, and until the Warrant is so Transferred, Warrantholder or such Transferee shall not be entitled to exercise any rights (including the right to exercise the Warrant) under this Agreement or under the Warrant other than the right to Transfer the Warrant to Amazon or to an Affiliate of Amazon. (iv) Warrant Shares will bear a legend substantially to the following effect on the terms and subject to the conditions, limitations and other provisions of Section 5.4 of the Securities Purchase Agreement: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWSany restrictive legends may only be Transferred in accordance with Applicable Law.

Transfer/Assignment. (A) Subject to compliance with applicable securities laws, without obtaining the consent of the Company to assign or transfer this Warrantfollowing paragraph, this Warrant and all rights hereunder are transferable, in whole or in part, upon on the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of the transfereeone or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company. . The Warrant and the Warrant Shares have not been registered under the Securities Act or under any state securities laws. The Warrantholder is (A) acquiring the Warrant pursuant to an exemption from registration under the Securities Act and (B) The Warrantholder agrees that all shall not sell or otherwise dispose of the Warrant or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable United States securities laws. All certificates or other instruments representing the Warrant and the Warrant Shares will bear a legend substantially to the following effect on the terms and subject to the conditions, limitations and other provisions of Section 5.4 of the Securities Purchase Agreementeffect: “THE SECURITIES REPRESENTED EVIDENCED BY THIS INSTRUMENT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 (THE “SECURITIES ACT”) OR UNDER ANY APPLICABLE STATE SECURITIES LAWS OF ANY STATE AND LAW. THESE SECURITIES MAY NOT BE TRANSFERREDOFFERED FOR SALE, SOLD SOLD, TRANSFERRED OR OTHERWISE DISPOSED ASSIGNED (I) IN THE ABSENCE OF EXCEPT WHILE A (A) AN EFFECTIVE REGISTRATION STATEMENT RELATING THERETO IS FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN EFFECT UNDER SUCH A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY, IF REQUESTED, OR (II) UNLESS SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION RULE 144 UNDER SUCH ACT OR SUCH LAWSSAID ACT.” In the event that any of the Warrant or the Warrant Shares become registered under the Securities Act or are eligible to be transferred without restriction in accordance with Rule 144 or another exemption from registration under the Securities Act, any new such warrant or warrants, or other instruments representing this Warrant or the Warrant Shares, shall be issued without the legend in this Section 8; provided that the Warrantholder surrenders to the Company this Warrant or any other previously issued certificates or other instruments in compliance with Section 9.