Common use of Transfers of Rights Clause in Contracts

Transfers of Rights. If Seller transfers any Registrable Securities to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Seller, also have the rights of Seller under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8), but only if the Permitted Transferee signs and delivers to Purchaser a written acknowledgment that it has joined with Seller and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, the rights and obligations of Seller hereunder with respect to the Registrable Securities transferred to it by Seller. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfaction. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Seller’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Securities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Securities.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than one Demand Registrations or Shelf Registration. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) None of the rights of Huatai under this Agreement shall be transferrable to any other Person except for Permitted Transferees. If Seller Huatai transfers any Registrable Securities rights under this Agreement to a Permitted Transferee in accordance with the Purchase AgreementTransferee, such Permitted Transferee shall, together with all other such Permitted Transferees and SellerHuatai (to the extent Huatai continues to hold Registrable Shares), also have the rights of Seller Huatai under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller Huatai and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller Huatai hereunder with respect to the Registrable Securities rights transferred to it by SellerHuatai. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the such written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights and obligations so transferred, and SellerHuatai’s obligations under this Agreement, Agreement and the rights with respect to the Registrable Securities not so transferred, transferred shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares (including any securities acquired in an underwritten offering or pursuant to Rule 144), shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one S-3 Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Registrations for a S-3 Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities to a Permitted Transferee in accordance with the Purchase Investment Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Securities, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Securities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Securities.

Transfers of Rights. If Seller the Investor transfers any the Registrable Securities Shares it owns to a Permitted Transferee in accordance with the Purchase Agreementthird party, such Permitted Transferee shall, together with all other such Permitted Transferees and Seller, also have party shall succeed to the rights and obligations of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Shares, but only if (i) the Permitted Transferee Investor transfers an amount of Registrable Shares to such party that represents, or if converted into Common Shares would represent, at least 10% of the then issued and outstanding Common Shares, (ii) the transfer complies with Section 10 of this Agreement and the Investment Agreement and (iii) such party signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller and succeeded to the other Permitted Transferees Investor as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller hereunder with respect to the Registrable Securities transferred to it by SellerInvestor hereunder. Each such transfer shall be effective when (but only when) the Permitted Transferee transferred securities are registered in the name of the transferee and the transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee transferee shall automatically become and have the rights so transferred, and Seller’s obligations under this Agreement, and the rights of an Investor with respect to the Registrable Securities not Shares so transferredtransferred and the transferor shall automatically cease to be and to have the rights and obligations of an Investor with respect to any and all Shares (including the transferred Registrable Shares), provided that the rights and obligations of the transferor arising under Section 10 or otherwise hereunder with respect to periods and matters existing before such cessation shall continuesurvive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. If Seller 3G or Berkshire (or any Permitted Transferee thereof) transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase AgreementTransferee, such Permitted Transferee shall, together with 3G, Berkshire and all other such Permitted Transferees and SellerTransferees, also have the rights of Seller an Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company, 3G and Berkshire) that it has joined with Seller and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller an Investor hereunder with respect to the Registrable Securities rights transferred to it by Seller3G or Berkshire, as applicable. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Seller’s the obligations of an Investor under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securitiessecurities as an Investor or otherwise, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. If Seller the Holder transfers any Registrable Securities to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Holder, also have the rights of Seller the Holder under this Agreement with respect to such Registrable Securities (including all of Sellerthe Holder’s rights in Section 8), but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment that it has joined with Seller the Holder and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, the rights and obligations of Seller the Holder hereunder with respect to the Registrable Securities transferred to it by Sellerthe Holder. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaserthe Company’s reasonable satisfaction. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Holder’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable Securities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Securities.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities to a Permitted Transferee in accordance with the Purchase Agreementtransferee, such Permitted Transferee transferee shall, together with all other such Permitted Transferees transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Securities, but only if the Permitted Transferee transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees transferees as a party to this Agreement and has assumed, severally but not jointly, the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase AgreementSPA, or who acquires securities that are not or upon acquisition cease to be Registrable Securities, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable Securities.

Transfers of Rights. (a) If Seller an Investor transfers any Registrable Securities Shares it owns to a Permitted Transferee in accordance with the Purchase Agreementthird party, such Permitted Transferee shall, together with all other such Permitted Transferees and Seller, also have party shall succeed to the rights and obligations of Seller such Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8), but only Shares and be treated hereunder as if it were a separate “Investor” hereunder. Such party shall deliver to the Permitted Transferee signs and delivers to Purchaser Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it has joined with Seller and the other Permitted Transferees succeeded to such Investor as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller such Investor hereunder (the “Transferee’). The Transferee shall automatically become and have the rights and obligations of an Investor with respect to the Registrable Securities Shares so transferred to it by Seller. Each such transfer shall be effective when (but only when) and the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfaction. Upon any such effective transfer, the Permitted Transferee transferor shall automatically cease to be and to have the rights so transferred, and Seller’s obligations under this Agreement, and the rights of an Investor but only with respect to the transferred Registrable Securities not so transferredShares and the transferor shall otherwise maintain all of its rights and obligations as a separate Investor hereunder, provided that the rights and obligations of the transferor arising under Section 8 or otherwise hereunder with respect to periods and matters existing before such cessation shall continuesurvive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, Lock-up Agreement or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Rights for a Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller an Investor transfers any Registrable Securities Shares it owns to a Permitted Transferee in accordance with the Purchase Agreementthird party, such Permitted Transferee shall, together with all other such Permitted Transferees and Seller, also have party shall succeed to the rights and obligations of Seller such Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Shares and be treated hereunder as if it were a separate “Investor” hereunder, but only if (i) the transfer is made to a party to whom such Investor is permitted to transfer Common Shares under section 4.2(b)(i) of the applicable Investment Agreement (a “Permitted Transferee Transferee”) and (ii) such party signs and delivers to Purchaser the Company a written acknowledgment (in form and substance reasonably satisfactory to the Company) that it has joined with Seller and the other Permitted Transferees succeeded to such Investor as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller hereunder with respect to the Registrable Securities transferred to it by Sellersuch Investor hereunder. Each such transfer shall be effective when (but only when) the Permitted Transferee transferred securities are registered in the name of the transferee and the transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee transferee shall automatically become and have the rights so transferred, and Seller’s obligations under this Agreement, and the rights of an Investor with respect to the Registrable Securities not Shares so transferredtransferred and the transferor shall automatically cease to be and to have the rights and obligations of an Investor but only with respect to the transferred Registrable Shares and the transferor shall otherwise maintain all of its rights and obligations as a separate Investor hereunder, provided that the rights and obligations of the transferor arising under Section 8 or otherwise hereunder with respect to periods and matters existing before such cessation shall continuesurvive such cessation. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase applicable Investment Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one S-3 Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Registrations for an S-3 Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Warrant Issuance Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue; provided that so long as the original Investor (not including any Permitted Transferee) has any remaining Registrable Shares, the right to request Demand Registrations and Shelf Registrations shall be held only by the original Investor (and not any Permitted Transferees) and under no circumstances shall the Company be required to provide (i) more than three (3) Demand Registrations and (ii) more than two (2) Shelf Registration (or three (3) in the event the Investor elects to exchange one of its Demand Rights for a Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Warrant Issuance Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. (a) If Seller an Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreementprovisions of a Warrant, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investors, also have the rights of Seller the Investors under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investors and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investors hereunder with respect to the Registrable Securities rights transferred to it by Selleran Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe applicable Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide more than four Demand Registrations. Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreementa Warrant, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares. Section 12.

Transfers of Rights. If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other 45424574 18 Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one S-3 Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Registrations for an S-3 Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.

Transfers of Rights. If Seller the Investor transfers any Registrable Securities rights to a Permitted Transferee in accordance with the Purchase Agreement, such Permitted Transferee shall, together with all other such Permitted Transferees and Sellerthe Investor, also have the rights of Seller the Investor under this Agreement with respect to such Registrable Securities (including all of Seller’s rights in Section 8)Agreement, but only if the Permitted Transferee signs and delivers to Purchaser the Company a written acknowledgment (in form and substance satisfactory to the Company) that it has joined with Seller the Investor and the other Permitted Transferees as a party to this Agreement and has assumed, severally but not jointly, assumed the rights and obligations of Seller the Investor hereunder with respect to the Registrable Securities rights transferred to it by Sellerthe Investor. Each such transfer shall be effective when (but only when) the Permitted Transferee has signed and delivered the written acknowledgment to Purchaser’s reasonable satisfactionthe Company. Upon any such effective transfer, the Permitted Transferee shall automatically have the rights so transferred, and Sellerthe Investor’s obligations under this Agreement, and the rights with respect to the Registrable Securities not so transferred, shall continue, provided that under no circumstances shall the Company be required to provide (i) more than three Demand Registrations and (ii) more than one S-3 Shelf Registration (or two in the event the Investor elects to exchange one of its Demand Registrations for an S-3 Shelf Registration). Notwithstanding any other provision of this Agreement, no Person who acquires securities transferred in violation of this Agreement or the Purchase Agreement, or who acquires securities that are not or upon acquisition cease to be Registrable SecuritiesShares, shall have any rights under this Agreement with respect to such securities, and such securities shall not have the benefits afforded hereunder to Registrable SecuritiesShares.