Common use of Applicability of Restrictions Clause in Contracts

Applicability of Restrictions. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, or (ii) to Silicon Valley Bancshares (holder’s parent company) or any affiliate of the holder if the holder is a corporation or a bank; provided, however, in any such transfer, (x) the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as if an original holder hereof, and (z) other than the transfer to Silicon Valley Bancshares the transferor shall give the Company prior written notice thereof in reasonable detail, including the name of the transferee and the extent of the rights and/or number of shares to be transferred. Subject to the provisions of this Section 7(c), upon receipt by holder of the executed Warrant, holder will transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to Silicon Valley Bancshares, holder’s parent company. Subject to the provisions of this Section 7(c) and upon providing Company with written notice, holder or Silicon Valley Bancshares may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to The Silicon Valley Bank Foundation.

Applicability of Restrictions. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred Shares or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, or (ii) to Silicon Valley Bancshares a partnership of which the holder is a partner or to a limited liability company of which the holder is a member, (holder’s parent companyiii) or to any affiliate of the holder if holder, including but not limited to any FCB Affiliate, (iv) notwithstanding the foregoing, to any corporation, company, limited liability company, limited partnership, partnership, or other person managed or sponsored by SVB or in which SVB has an interest, (v) or to a lender to the holder is a corporation or a bankany of the foregoing; provided, however, in any such transfer, (x) if applicable, the transferee shall on the Company’s request agree in writing to be bound by the terms of this Warrant as if an original holder hereof. Notwithstanding the foregoing, in the event of any transfer to an FCB Affiliate, SVB shall deliver to the Company a Notice of Transfer in substantially the form attached hereto as Exhibit A-3, provided that: (i) SVB will not be required to surrender this Warrant pursuant to Section 7(b) hereof; (ii) the Company will note such FCB Affiliate as the holder in the Company’s records and, as applicable, with any transfer agent; and (ziii) other than the transfer to Silicon Valley Bancshares the transferor shall give the Company prior written notice thereof in reasonable detail, including the name of the transferee and the extent of the rights and/or number of shares such FCB Affiliate will otherwise be deemed to be transferred. Subject to the provisions of this Section 7(c), upon receipt by holder of the executed Warrant, holder will transfer all or part “holder” of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to Silicon Valley Bancshares, holder’s parent company. Subject with respect to the provisions of this Section 7(c) and upon providing Company with written notice, holder or Silicon Valley Bancshares may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to The Silicon Valley Bank Foundationtransferred portion thereof.

Applicability of Restrictions. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) above shall apply to (i) any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred or Common Stock obtainable upon exercise thereof) or any part hereof (iA) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, or (iiB) to Silicon Valley Bancshares a partnership of which the holder is a partner or to a limited liability company of which the holder is a member, (holder’s parent companyC) or to any affiliate of the holder if the holder is a corporation corporation, or (D) notwithstanding the foregoing, to any corporation, company, limited liability company, limited partnership, partnership, or other person managed or sponsored by [Powerscourt Investments XXV, LP (“Powerscourt”) / Horizon Technology Finance Corporation (“HRZN”)] or in which [Powerscourt/HRZN] has an interest, or (ii) any mere pledge of this Warrant (or the Common Stock obtainable upon exercise thereof) or any part thereof to a banklender to [Powerscourt/HRZN] (it being understood that such restrictions and the requirements of Section 7(b) shall apply to any sale, disposition or other transfer of this Warrant (or the Common Stock obtainable upon exercise thereof) or any part hereof pursuant to any exercise of remedies by any lender or otherwise pursuant to any such pledge arrangement; provided, however, in any such transfer, (x) no consideration is paid or payable by the transferee in such transfer, and (y) prior to such transfer, the transferor shall give written notice to the Company of such transfer and the pertinent details thereof (including the portion of this Warrant transferred and the name, address and taxpayer identification number of the transferee) and the transferee shall on the Company’s request agree in writing (in form reasonably satisfactory to the Company) to be bound by the terms of this Warrant Warrant, and shall make the representations set forth in Section 7(a) above, as if an original holder hereof, and (z) other than the transfer to Silicon Valley Bancshares the transferor shall give the Company prior written notice thereof in reasonable detail, including the name of the transferee and the extent of the rights and/or number of shares to be transferred. Subject to the provisions of this Section 7(c), upon receipt by holder of the executed Warrant, holder will transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to Silicon Valley Bancshares, holder’s parent company. Subject to the provisions of this Section 7(c) and upon providing Company with written notice, holder or Silicon Valley Bancshares may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to The Silicon Valley Bank Foundation.

Applicability of Restrictions. Neither any restrictions of any legend described in this Warrant nor the requirements of Section 7(b) or 7(c) above shall apply to any transfer of, or grant of a security interest in, this Warrant (or the Series Preferred or Common Stock obtainable upon exercise thereof) or any part hereof (i) to a partner of the holder if the holder is a partnership or to a member of the holder if the holder is a limited liability company, or (ii) to Silicon Valley Bancshares (holder’s 's parent company) or any affiliate of the holder if the holder is a corporation or a bank; provided, however, in any such transfer, (x) the transferee shall on the Company’s 's request agree in writing to be bound by the terms of this Warrant as if an original holder hereof, and (z) other than the transfer to Silicon Valley Bancshares the transferor shall give the Company prior written notice thereof in reasonable detail, including the name of the transferee and the extent of the rights and/or number of shares to be transferred. Subject to the provisions of this Section 7(c7(d), upon receipt by holder of the executed Warrant, holder will transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to Silicon Valley Bancshares, holder’s 's parent company. Subject to the provisions of this Section 7(c) and upon providing Company with written notice, holder or Silicon Valley Bancshares may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable, directly or indirectly, upon conversion of the Shares, if any) to The Silicon Valley Bank Foundation.