ChemBridge Securities means the ChemBridge Shares and any other securities of the Company held by ChemBridge or any of ChemBridge’s transferees permitted hereunder. All ChemBridge Securities will continue to be ChemBridge Securities in the hands of any holder other than ChemBridge (except for the Company and except for transferees in a Public Sale). Except as otherwise provided herein, each such other holder of ChemBridge Securities will succeed to all rights and obligations attributable to ChemBridge as a holder of ChemBridge Securities hereunder. ChemBridge Securities will also include shares of the Company’s capital stock or other securities of the Company issued with respect to ChemBridge Securities by way of a stock split, dividend or other recapitalization or reclassification.
ChemBridge shall not Transfer any interest in any ChemBridge Securities, except at such time as the restrictions herein terminate as provided in Section 3(b) below.
Any Transfer or attempted Transfer of any ChemBridge Securities in violation of any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such ChemBridge Securities as the owner of such securities for any purpose.
No holder of ChemBridge Securities may transfer any ChemBridge Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities laws is required in connection with such Transfer.
The restrictions on the Transfer of ChemBridge Securities set forth in this Section 3 will continue with respect to each ChemBridge Security until the earlier of (i) a Qualified Public Offering; or (ii) a Sale of the Company.
Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by ChemBridge and the Company and their respective successors and assigns (including subsequent holders of ChemBridge Securities), provided that the rights and obligations of ChemBridge under this Agreement shall not be assignable except in connection with a permitted transfer of ChemBridge Securities hereunder.