Common use of Limitations on Assignments Clause in Contracts

Limitations on Assignments. No party may be assigned any of the foregoing rights in accordance with this Section 4.1 unless the Company is given written notice by the assigning party at the time of such assignment stating the name and address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; provided further, that any such assignee of such rights is not deemed by the Board of Directors of the Company, in its good faith judgment, to be a competitor of the Company (except that in the case of a venture capital fund, an assignment to a partner, member or an Affiliated Fund shall not be deemed to be an assignment to a competitor); and provided further that any such assignee shall receive such assigned rights subject to all the terms and conditions of this Agreement, including without limitation the provisions of this Section 4. Notwithstanding anything to the contrary contained in the provisions of Section 4.1(a), (b) or (c), assignments may be made without the Company’s consent or obtaining the minimum number of shares of Registrable Securities noted above or satisfying the definition of a “Qualified Investor” if the assignment is to (i) any subsidiary, parent, general partner, limited partner, retired partner, member, retired member or Affiliated Fund or (ii) any family member or trust for the benefit of an Investor or such Investor’s family member; provided that the Company is given written notice thereof.