Common use of Assignments and Transfers by the Company Clause in Contracts

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction, or a transaction involving the transfer or other disposition of all or substantially all of the Company’s assets to another corporation or entity, or similar transaction, the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor. In any such transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction, unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction, or a transaction involving the transfer or other disposition of all or substantially all of the Company’s assets to another corporation or entity, or similar transaction, the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor. In any such transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received by the Investors in connection with such transaction, transaction unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.

Assignments and Transfers by the Company. This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required InvestorsVB Funding, in its sole discretion; provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction, or a transaction involving the transfer or other disposition of all or substantially all of the Company’s assets to another corporation or entity, or similar transaction, the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor. In any such transaction in which the Common Stock is converted into the equity securities of another Person, from and after the effective time of such transaction, such Person shall, by virtue of such transaction, be deemed to have assumed the obligations of the Company hereunder, the term “Company” shall be deemed to refer to such Person and the term “Registrable Securities” shall be deemed to include the securities received or to be received by the Investors in connection with such transaction (as though the Note and the Warrants had been converted into shares of Common Stock immediately prior to such transaction, ) unless such securities are otherwise freely tradable by the Investors after giving effect to such transaction.