Common use of TRANSFERABILITY/ASSIGNMENT Clause in Contracts

TRANSFERABILITY/ASSIGNMENT. (a) Neither this Agreement nor the Note or the Warrant may be assigned or transferred, directly or indirectly, by Investor to any Person without the prior written consent of the Company and compliance with the other applicable provisions of this Agreement. Any purported transfer of this Agreement or the Note, the Warrant or other Company Securities in violation of this Section 6.13 shall be null and void. (b) The Parties acknowledge and agree that, in the event that the Company completes a transaction with another Person or an affiliate of another Person, in which transaction a majority of the issued and outstanding shares of Common Stock are acquired by such Person (“Assignee”), the Company may freely assign this Agreement, the Note and the Warrant to such Assignee and may freely amend the terms of this Agreement and the Note and the Warrant as necessary to effect such amendment and, upon any such assignment the Company shall have no further obligations hereunder provided that assignee assumes all of the rights and obligations of the Company hereunder and pursuant to the Note and the Warrant.