Common use of TRANSFERABILITY/ASSIGNMENT Clause in Contracts

TRANSFERABILITY/ASSIGNMENT. This Warrant and all rights hereunder may be assigned by the Company in connection with a merger, reorganization, reincorporation, sale of assets or similar event, but may only be transferred or assigned, in whole or in part, by the Holder, subject to compliance with applicable federal and state securities laws, (i) to any partner, member, subsidiary or affiliate of the Holder; (ii) to any successors or assigns in connection with any merger, sale of assets, reorganization, or similar event or to an affiliate of such assignee or successor, without charge to the Holder and without the requirement of an opinion of counsel, upon surrender of this Warrant provided that (a) the transferee or assignee of such Warrant agrees in writing for the benefit of the Company to comply with all terms and obligations of this Warrant; and (b) that the Company is given written notice by the Holder within five (5) business days of said transfer or assignment of this Warrant, stating the name, address and relationship of said transferee or assignee; and (iii) to any third party to which the Company agrees in writing, provided that the Holder provides a legal opinion as to the compliance with applicable securities laws, which is reasonably acceptable to the Company and its counsel.