Common use of Transfers of Certain Rights Clause in Contracts

Transfers of Certain Rights. (a) Subject to the provisions of the Financing Documents, the rights granted to the Purchasers named herein may be transferred or succeeded to only by any (i) other Purchaser or any partner, or affiliate of any Purchaser, or (ii) any other person or entity that acquires at least 300,000 of the Shares; PROVIDED, HOWEVER, that Transcend is given written notice by the transferee at the time of such transfer stating the name and address of the transferee and identifying the securities with respect to which such rights are being assigned. (b) A transferee to whom rights are transferred pursuant to this Section 8 may not again transfer such rights to any other person or entity, other than as provided in paragraph (a) above. (c) Notwithstanding anything to the contrary contained in this Agreement, certificates representing the Shares and certificates representing the Warrant Shares shall each bear a legend substantially in the following form and any transfer of the Shares or the Warrant Shares shall be subject to the restrictions described in that legend and the Financing Documents: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel satisfactory to Transcend is furnished to Transcend, to the effect that such registration under the Act is not required."

Transfers of Certain Rights. (a) Subject to the provisions of the Financing Documents, the rights granted to the Purchasers named BI herein may be transferred or succeeded to only by any (i) other Purchaser or any partner, or affiliate of any Purchaser, or (ii) any other person or entity that acquires at least 300,000 an assignee of the Sharesrights of BI under the Development Agreement, assigned in compliance with the Development Agreement; PROVIDED, HOWEVER, that Transcend is given written notice by the transferee assignee at the time of such transfer assignment stating the name and address of the transferee assignee and identifying the securities with respect to which such rights are being assigned. Subsequent to the termination of the Development Agreement, the rights granted to BI may not be assigned by BI without the prior written consent of Transcend, which shall not be unreasonably withheld. (b) A transferee to whom rights are transferred pursuant to this Section 8 9 may not again transfer such rights to any other person or entity, other than as provided in compliance with the Development Agreement and paragraph (a) above. (c) Notwithstanding anything to the contrary contained in this Agreement, certificates each certificate representing the Shares and certificates representing the Warrant Shares shall each bear a legend substantially in the following form and any transfer of the Shares or the Warrant Shares shall be subject to the restrictions described in that legend and the Financing Documents: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Act"), or applicable state securities laws and may not be transferred or otherwise disposed of unless and until such shares are registered under the Act and such laws or (1) registration under applicable state securities laws is not required and (2) an opinion of counsel satisfactory to Transcend is furnished to Transcend, to the effect that such registration under the Act is not required."