Common use of Successors and Assigns; Transfers Clause in Contracts

Successors and Assigns; Transfers. (i) Subject to the restrictions on transfer described in this Section 9(a), the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. (ii) The Holder shall be entitled to transfer, assign or otherwise dispose of this Warrant and the securities into which this Warrant may be exercised at any time and from time to time; provided that the Holder shall give prior written notice to the Company of any such transfer, assignment or other disposition. Each Warrant so transferred and each certificate representing other securities so transferred shall bear a legend in substantially the form set forth on the first page of this Warrant as to the applicable restrictions on transferability to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required to ensure compliance with the Securities Act. Subject to the foregoing, transfers, assignments or other dispositions of this Warrant shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Warrant (or a notice to the effect that the original Warrant has been lost, stolen or destroyed) for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Warrant and all rights represented hereby. (iii) Neither this Warrant nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder.

Successors and Assigns; Transfers. (ia) The terms of this Warrant shall be binding upon, inure to the benefit of and be enforceable by and against any successors or assigns of the Company and of the Warrantholder; PROVIDED, HOWEVER, that the Company may not assign its rights or obligations hereunder. (b) Subject to the restrictions on transfer described in this provisions of paragraph (f) below and Section 9(a), the rights and obligations 17.3 of the Company Agreement, this Warrant and all rights hereunder are transferable by the Holder shall be binding Warrantholder, in whole or in party, upon and benefit surrender of this Warrant with a properly executed assignment at the successors, assigns, heirs, administrators and transferees principal office of the partiesCompany. (iic) Any transferee to whom rights hereunder are transferred shall, as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon the Warrantholder under this Warrant to the same extent as if such transferee was the Warrantholder. (d) The Holder shall be entitled to transfer, assign Company will maintain a register containing the names and addresses of the Warrantholders of the Warrants. Any Warrantholder may change its or otherwise dispose of this Warrant and his address as shown on the securities into which this Warrant may be exercised at any time and from time to time; provided that the Holder shall give prior warrant register by written notice to the Company requesting such change. (e) Until any transfer of this Warrant is made in the warrant register, the Company may treat the Warrantholder as the absolute owner hereof for all purposes; provided, however, that if and when this Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. (f) This Warrant and the Warrant Shares shall not be sold or transferred unless either (i) they first shall have been registered under the Securities Act or (ii) the Company first shall have been furnished with an opinion of legal counsel, reasonably satisfactory to the Company, to the effect that such transfer, assignment sale or other disposition. transfer is exempt from the registration requirements of the Securities Act. (g) Each Warrant so transferred and each certificate representing other securities so transferred Warrant Shares shall bear a legend substantially in substantially the form set forth on the first page of following form: "The securities represented by this Warrant as to the applicable restrictions on transferability to ensure compliance with certificate have not been registered under the Securities ActAct of 1933, as amended, and may not be offered, sold or otherwise transferred, pledged or hypothecated unless in the and until such securities are registered under such Act or an opinion of counsel for reasonably satisfactory to the Company such legend is not required to ensure compliance with the Securities Act. Subject to the foregoing, transfers, assignments or other dispositions of this Warrant shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Warrant (or a notice obtained to the effect that such registration is not required." The foregoing legend shall be removed from the original certificates representing any Warrant has been lostShares, stolen or destroyed) for registration of transfer, at the Company shall treat the registered holder hereof as the owner and holder of this Warrant and all rights represented hereby. (iii) Neither this Warrant nor any request of the rightsholder thereof, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by at such time as they become eligible for resale pursuant to Rule 144(k) under the Company without the prior written consent of the HolderSecurities Act.

Successors and Assigns; Transfers. (i) Subject to the restrictions on transfer described in this Section 9(a11(a), the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. (ii) The Holder shall be entitled to transfer, assign or otherwise dispose of this Warrant Note and the securities into which this Warrant Note may be exercised converted at any time and from time to time; provided that the Holder shall give prior written notice to the Company of any such transfer, assignment or other disposition. Each Warrant Note so transferred and each certificate representing other securities so transferred shall bear a legend in substantially the form set forth on the first page of this Warrant Note as to the applicable restrictions on transferability to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required to ensure compliance with the Securities Act. Subject to the foregoing, transfers, assignments or other dispositions of this Warrant Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Warrant Note (or a notice to the effect that the original Warrant Note has been lost, stolen or destroyed) for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Warrant Note for the purpose of receiving all payments of principal and interest hereunder and for all rights represented herebyother purposes whatsoever, whether or not this Note shall be overdue. (iii) Neither this Warrant Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder.

Successors and Assigns; Transfers. (ixi) Subject to the restrictions on transfer described in this Section 9(a), the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties. (iixii) The Holder shall be entitled to transfer, assign or otherwise dispose of this Warrant Note and the securities into which this Warrant Note may be exercised converted at any time and from time to time; provided that the Holder shall give prior written notice to the Company of any such transfer, assignment or other disposition. Each Warrant Note so transferred and each certificate representing other securities so transferred shall bear a legend in substantially the form set forth on the first page of this Warrant Note as to the applicable restrictions on transferability to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required to ensure compliance with the Securities Act. Subject to the foregoing, transfers, assignments or other dispositions of this Warrant Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Warrant Note (or a notice to the effect that the original Warrant Note has been lost, stolen or destroyed) for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Warrant Note for the purpose of receiving all payments of principal and interest hereunder and for all rights represented herebyother purposes whatsoever, whether or not this Note shall be overdue. (iiixiii) Neither this Warrant Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior written consent of the Holder.

Successors and Assigns; Transfers. (ia) Subject to the restrictions on transfer described in this Section 9(a)9, the rights and obligations of the Company and the Holder holder of this Note shall be binding upon and inure to the benefit the of each of their respective successors, assigns, heirs, administrators and transferees of the partiestransferees. (iib) The Holder With respect to any offer, sale or other disposition of this Note occurring prior to April 21, 2012, the holder of this Note will give written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of counsel to holder of this Note reasonably satisfactory to the Company or other evidence, in each case if reasonably requested by the Company, to the effect that such offer, sale or other distribution may be effected without registration or qualification (under any federal or state law then in effect). Within five business days after receiving such written notice and such reasonably satisfactory opinion or other evidence, if reasonably requested, the Company shall be entitled to transfer, assign notify the holder of this Note that such holder may sell or otherwise dispose of this Warrant and Note in whole (but not in part) to an Eligible Assignee, all in accordance with the securities into which terms of the notice delivered to the Company. If a determination has been made pursuant to this Warrant may be exercised at any time and from time to time; provided Section 9(b) that the Holder shall give prior written notice opinion of counsel for the holder of this Note is not reasonably satisfactory to the Company, the Company shall so notify the holder of any this Note promptly (and in event within two business days) after such transfer, assignment or other dispositiondetermination has been made. Each Warrant so transferred and each certificate representing other securities so Note thus transferred shall bear a legend in substantially the form set forth on the first page of this Warrant as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. Subject The Company may issue stop transfer instructions to the foregoing, transfers, assignments its transfer agent in connection with such restrictions. (c) Any assignment or other dispositions transfer hereof made in violation of this Warrant Section 9 shall be registered upon registration books maintained deemed null and void. (d) The Company shall maintain a register for such purpose by or on behalf recording the ownership and the transfer of the CompanyNotes. Prior to presentation Upon surrender of this Warrant (or a notice to the effect that the original Warrant has been lost, stolen or destroyed) Note for registration of transfertransfer or for exchange to the Company at its principal office, the Company at its sole expense shall treat the registered holder hereof execute and deliver in exchange therefor a new Note or Notes, as the owner case may be, as requested by the holder or transferee, which aggregate the unpaid principal amount of such Note, registered as such holder or transferee may request, dated so that there will be no loss of interest on such surrendered Note and otherwise of like tenor. The issuance of new Note(s) shall be made without charge to the holder(s) of the surrendered Note for any issuance tax in respect thereof or other cost incurred by the Company in connection with such issuance; provided that the holder of this Warrant and all rights represented hereby. (iii) Neither this Warrant nor Note shall pay any of the rightstransfer taxes associated therewith; provided, interests or obligations hereunder may be assignedfurther, by operation of law or otherwise, in whole or in part, by that the Company without the prior written consent of the Holdershall not pay any Excluded Charges.

Successors and Assigns; Transfers. (i) Subject to the restrictions on transfer described in this Section 9(a6(a), the rights and obligations of the Company and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and permitted transferees of the partiesCompany and Holder. (ii) The With respect to any offer, sale or other disposition of this Note or securities into which such Note may be converted, Holder shall give advance written notice to the Company prior thereto, describing briefly the manner thereof, together with a written opinion of ▇▇▇▇▇▇’s counsel or other evidence reasonably satisfactory to the Company, to the effect that such offer, sale or other distribution may be entitled to transfereffected without registration or qualification (under any federal or state law then in effect). Upon receiving such written notice and reasonably satisfactory opinion or other evidence if so requested, assign the Company, as promptly as practicable, shall notify Holder that Holder may sell or otherwise dispose of this Warrant and Note or such securities, all in accordance with the securities into which terms of the notice delivered to the Company. If a determination has been made pursuant to this Warrant may be exercised at any time and from time to time; provided Section 6(a)(ii) that the Holder shall give prior written notice opinion of counsel for ▇▇▇▇▇▇, or other evidence, is not reasonably satisfactory to the Company, the Company of any shall so notify Holder promptly after such transfer, assignment or other dispositiondetermination has been made. Each Warrant so Note thus transferred and each certificate representing other the securities so thus transferred shall bear a legend in substantially the form set forth on the first page of this Warrant as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Company such legend is not required in order to ensure compliance with the Securities Act. The Company may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers, assignments or other dispositions transfers of this Warrant Note shall be registered upon registration books maintained for such purpose by or on behalf of the Company. Prior to presentation of this Warrant (or a notice to the effect that the original Warrant has been lost, stolen or destroyed) Note for registration of transfer, the Company shall treat the registered holder hereof as the owner and holder of this Warrant Note for the purpose of receiving all payments of principal and interest hereon and for all rights represented hereby. (iii) Neither other purposes whatsoever, whether or not this Warrant nor any of the rights, interests or obligations hereunder may Note shall be assigned, by operation of law or otherwise, in whole or in part, by overdue and the Company without shall not be affected by notice to the prior written consent of the Holdercontrary.