Common use of Transfers, etc Clause in Contracts

Transfers, etc. Notwithstanding anything to the contrary contained herein, this Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) such sale or transfer shall be exempt from the registration requirements of the Act and the Company shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly owned subsidiary or affiliate of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 4, or (ii) a transfer made in accordance with Rule 144 under the Act. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as the Warrant Shares are sold or transferred in accordance with the requirements of a registration statement of the Company on Form S-1, or such other form as may then be in effect. The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. Subject to the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B attached hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Transfers, etc. Notwithstanding anything to the contrary contained herein, Neither this Warrant and nor the Warrant Shares shall not be sold offered or transferred by sale, assignment, pledge or otherwise unless either (i) they first shall have been registered such offer or transfer is made pursuant to registration under the Securities Act of 1933, as amended (the “Act”), or (ii) such sale or transfer shall be exempt from the registration requirements of the Act and the Company shall have been furnished with has received an opinion of legal counsel, reasonably which opinion is satisfactory to the Company, to the effect that such sale or transfer registration is exempt from not required under the registration requirements of the Securities Act. Notwithstanding Without limiting the foregoingforegoing sentence, no registration this Warrant may not be transferred by sale, assignment, pledge or opinion of counsel shall be required for otherwise, other than (ix) a transfer by a if the Registered Holder which is an entity IDEA AG, by IDEA AG to a wholly owned subsidiary single transferee to whom IDEA AG has sold or affiliate of assigned its right to receive payments under the License Agreement (such entityassignee, a transfer by a the "Payment Assignee"), (y) if the Registered Holder which is a partnership IDEA AG or the Payment Assignee, by IDEA AG or the Payment Assignee to up to an aggregate of 40 transferees and (z) by any transferee referred to in clause (y), to a partner of single subsequent transferee to whom such partnership or a retired partner of first transferee transfers such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired memberWarrant, provided that the such subsequent transferee in each case agrees in writing prior to be subject such transfer (with a copy to the terms Company) to immediately exercise such Warrant upon such transfer and to immediately sell all of the underlying Warrant Shares (and provided that such transferee actually does so). Hedging transactions involving this Section 4, or (ii) a transfer made Warrant and the Warrant Shares may not be conducted unless in accordance compliance with Rule 144 under the Securities Act. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF "These shares have not been registered under the Securities Act of 1933. They may not be offered or transferred by sale, AS AMENDEDassignment, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDpledge or otherwise unless (i) such offer or transfer is made pursuant to registration under the Securities Act or (ii) the corporation has received an opinion of counsel, SOLDwhich opinion is satisfactory to the corporation, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLEto the effect that such registration is not required under the Securities Act of 1933. Hedging transactions involving these shares may not be conducted unless in compliance with the Securities Act of 1933.” " The foregoing legend described in Section 7(b) shall be removed from the certificates representing any Warrant Sharesremoved, at the request of the holder thereofRegistered Holder, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as the Warrant Shares are sold or transferred in accordance with the requirements of a registration statement upon satisfaction of the Company on Form S-1, condition described in clause (i) or clause (ii) of such other form as may then be in effectlegend. The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. Subject to the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B attached hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Transfers, etc. Notwithstanding anything to the contrary contained herein, this This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act of 1933, as amended (the “Act”), or (ii) such sale or transfer shall be exempt from the registration requirements of the Act and the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity to a wholly wholly-owned subsidiary or affiliate of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee in each case agrees in writing to be subject to the terms of this Section 45, or (ii) a transfer made in accordance with Rule 144 under the Act. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF The securities represented by this certificate have not been registered under the Securities Act of 1933, AS AMENDEDas amended, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFEREDand may not be offered, SOLDsold or otherwise transferred, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLEpledged or hypothecated unless and until such securities are registered under such Act or an opinion of counsel satisfactory to the Company is obtained to the effect that such registration is not required.” The foregoing legend shall be removed from the certificates representing any Warrant Shares, at the request of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as the Warrant Shares are sold or transferred in accordance with the requirements of a registration statement of the Company on Form S-1, or such other form as may then be in effectSecurities Act. The Company will maintain a register containing the name and address of the Registered Holder of this Warrant. The Registered Holder may change its address as shown on the warrant register by written notice to the Company requesting such change. Subject to the provisions of this Section 45 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant with a properly executed assignment (in the form of Exhibit B attached II hereto) at the principal office of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).

Transfers, etc. Notwithstanding anything (a) Until such time as Pearl (together with any Permitted Transferees to whom Pearl has transferred beneficial ownership of the contrary contained hereinCommon Stock of the Company) shall beneficially own (within the meaning of the Securities Exchange Act of 1934, this Warrant as amended), in the aggregate, less than ten percent (10%) of the Common Stock of the Company then outstanding, regardless of whether Pearl is an “affiliate” of the Company (as defined in Rule 144(a)(1), promulgated by the Securities and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”)), the Warrantholder may only resell this Warrant or the Warrant Shares (i) in connection with a bona fide pledge or other hypothecation or transfer in connection with a financing transaction secured by a pledge of this Warrant or the Warrant Shares, (ii) by means of an underwritten public offering pursuant to an effective registration statement under the Securities Act, or (iiiii) such sale or transfer shall be exempt from pursuant to Rule 144 under the registration requirements of the Act and the Company shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Notwithstanding the foregoing, no registration or opinion of counsel the Warrantholder shall be required for permitted to transfer this Warrant or the Warrant Shares to any of its Affiliates (i) a as defined below); provided, however, that if Pearl is the Warrantholder, then Pearl shall be permitted to transfer by a Registered Holder which is an entity this Warrant or the Warrant Shares to a wholly owned subsidiary any of its Permitted Transferees. In addition, this Warrant or affiliate the Warrant Shares shall be transferable, in compliance with securities laws, at any time that Pearl beneficially owns less than 10% of such entity, a transfer by a Registered Holder which is a partnership the Common Stock of the Company then outstanding. With respect to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided transfers that the transferee are made in each case agrees in writing to be subject to accordance with the terms of this Section 4Warrant, or (ii) the rights and obligations of a transfer made in accordance with Rule 144 under the Act. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” The foregoing legend Warrantholder hereunder shall be removed from automatically assigned by such Warrantholder to any transferee of the certificates representing any Warrantholder’s securities (including the Warrant Shares); provided, at however, that (i) the request Company is provided written notice of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as the Warrant Shares are sold or transferred in accordance with the requirements of a registration statement of the Company on Form S-1, or such other form as may then be in effect. The Company will maintain a register containing transfer including the name and address of the Registered Holder transferee and the number of this Warrant. The Registered Holder may change its address Warrants and/or Warrant Shares, as shown on applicable, to be transferred; and (ii) such transferee agrees in writing to be bound by the warrant register by written notice to the Company requesting such change. Subject to the provisions of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender terms of this Warrant with a properly executed assignment as if such transferee were the Warrantholder. Upon any transfer permitted by this Section 6, the Company shall be obligated to such transferee to perform all of its covenants under this Warrant as if such transferee was the Warrantholder upon receipt of (in the form of Exhibit B attached heretoi) at the principal office and (ii) of the Company (or, if another office or agency has been designated by the Company for such purpose, then at such other office or agency).prior sentence. “

Transfers, etc. Notwithstanding anything to the contrary contained herein, this (a) This Warrant and the Warrant Shares shall not be sold or transferred unless either except pursuant to (i) they first shall have been registered under the Securities Act Registration Statement contemplated by Article VI if effective at the time of 1933, as amended (the “Act”), such transfer or (ii) such sale or transfer shall be exempt from the registration requirements Rule 144(k) of the Act or any successor rule provided that the Registered Holder is not and the Company shall have has not been furnished with within three months prior to such date, an opinion “affiliate” of legal counsel, reasonably satisfactory to the Company, to the effect that as such sale or transfer term is exempt from the registration requirements defined in Rule 144 of the Act. Notwithstanding the foregoing, no registration or opinion of counsel shall be required for (i) a transfer by a Registered Holder which is an entity With respect to transfers that are not made pursuant to a wholly owned subsidiary Registration Statement (or affiliate Rule 144 of such entity, a transfer by a Registered Holder which is a partnership to a partner of such partnership or a retired partner of such partnership or to the estate of any such partner or retired partner, or a transfer by a Registered Holder which is a limited liability company to a member of such limited liability company or a retired member or to the estate of any such member or retired member, provided that the transferee Act but are otherwise made in each case agrees in writing to be subject to accordance with all applicable laws and the terms of this Section 4Warrant and the Purchase Agreement), or (ii) the rights and obligations of a transfer made in accordance with Rule 144 under the Act. Each certificate representing Warrant Shares shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR AN EXEMPTION FROM REGISTRATION, WHICH, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.” The foregoing legend Registered Holder hereunder shall be removed from automatically assigned by such Registered Holder to any transferee of at least 250,000 (or all of such Registered Holder’s holdings, if less) shares (subject to appropriate adjustment for stock splits, stock dividends, recapitalizations and similar events occurring after the certificates representing any issuance date) of the Registered Holder’s securities (including the Warrant Shares) who is a Permitted Transferee (as defined below); provided, at however, that (i) the request Company is provided written notice of the holder thereof, at such time as they become eligible for resale pursuant to Rule 144(k) under the Act or at such time as the Warrant Shares are sold or transferred in accordance with the requirements of a registration statement of the Company on Form S-1, or such other form as may then be in effect. The Company will maintain a register containing transfer including the name and address of the Registered Holder transferee and the number of this Warrant. The Registered Holder may change its address Warrants and/or Warrant Shares, as shown on applicable, to be transferred; and (ii) such transferee agrees in writing to be bound by the warrant register by written notice to the Company requesting such change. Subject to the provisions terms of this Section 4, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender the Purchase Agreement as if such transferee were the Registered Holder. For purposes of this Agreement, a “Permitted Transferee” shall mean any person who (a) is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D under the Act and (b) receives the Warrants and any Warrant Shares in a transaction which is in compliance with a properly executed assignment (in the form of Exhibit B attached hereto) at the principal office of federal and applicable state securities law. Upon any transfer permitted by this Section 6, the Company (or, shall be obligated to such transferee to perform all of its covenants under this Warrant as if another office or agency has been designated by such transferee was the Company for such purpose, then at such other office or agency)Registered Holder.