BE APPLIED PRO
RATA AMONG SUCH HOLDERS OF REGISTRATION RIGHTS.
FOR THE SAKE OF CLARITY, THE
COVENANTS AND OBLIGATIONS OF THE COMPANY UNDER THE SAFEGUARD REGISTRATION RIGHTS
AGREEMENT SHALL APPLY TO SUCH PIGGY BACK REGISTRATION, AS APPLICABLE.
(D)
ASSIGNMENT OF REGISTRATION RIGHTS.
THE
REGISTRATION RIGHTS OF ANY INVESTOR UNDER THIS AGREEMENT WITH RESPECT TO ANY
REGISTRABLE SECURITIES MAY BE ASSIGNED TO ANY PERSON WHO ACQUIRES SUCH SHARES OF
REGISTRABLE SECURITIES; PROVIDED THAT (A) SUCH PERSON IS AN AFFILIATE OF THE
INVESTOR, (B) IF THE INVESTOR IS A PARTNERSHIP, SUCH PERSON IS A LIQUIDATING
TRUST FOR THE BENEFIT OF ITS PARTNERS OR SUCH PERSON IS ITS PARTNERS OR FORMER
PARTNERS IN ACCORDANCE WITH PARTNERSHIP INTERESTS OR TO THE ESTATE OF ANY SUCH
PARTNER OR FORMER PARTNER, (C) IF THE INVESTOR IS A LIMITED LIABILITY COMPANY,
SUCH PERSON IS ITS MEMBERS OR FORMER MEMBERS IN ACCORDANCE WITH THEIR INTEREST
IN THE LIMITED LIABILITY COMPANY, (D) IF THE INVESTOR IS A CORPORATION, SUCH
PERSON IS ITS MAJORITY OWNED SUBSIDIARIES OR AFFILIATES THEREOF OR (E) IF THE
INVESTOR IS AN INDIVIDUAL, SUCH PERSON IS THE INVESTOR'S FAMILY MEMBER OR TRUST
FOR THE BENEFIT OF SUCH INVESTOR OR HIS OR HER FAMILY MEMBERS OR AN ENTITY WHOSE
EQUITY OWNERS CONSIST SOLELY OF THE INVESTOR AND HIS OR HER FAMILY MEMBERS.
UPON ANY SUCH PERMITTED ASSIGNMENT (I) THE INVESTOR SHALL GIVE THE COMPANY
WRITTEN NOTICE AT OR PRIOR TO THE TIME OF SUCH ASSIGNMENT STATING THE NAME AND
ADDRESS OF THE ASSIGNEE AND IDENTIFYING THE SHARES WITH RESPECT TO WHICH THE
RIGHTS UNDER THIS AGREEMENT ARE BEING ASSIGNED; (II) SUCH ASSIGNEE SHALL AGREE
IN WRITING, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO BE
BOUND TO THE SAME EXTENT AND IN THE SAME CAPACITY AS THE
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INVESTOR BY THE PROVISIONS OF THIS AGREEMENT; AND (III) SUCH ASSIGNEE
ACKNOWLEDGES, IMMEDIATELY FOLLOWING SUCH ASSIGNMENT, THE FURTHER DISPOSITION OF
SUCH SECURITIES BY SUCH ASSIGNEE MAY BE RESTRICTED UNDER THE SECURITIES ACT. IN
CONNECTION WITH ANY SUCH TRANSFER THE COMPANY SHALL, AT ITS SOLE COST AND
EXPENSE, PROMPTLY AFTER SUCH ASSIGNMENT TAKE SUCH REASONABLE ACTIONS AS SHALL BE
REASONABLY ACCEPTABLE TO THE INVESTORS AND SUCH PERMITTED TRANSFEREE TO ASSURE
THAT THE REGISTRATION STATEMENT AND RELATED PROSPECTUS ARE AVAILABLE FOR USE BY
SUCH PERMITTED TRANSFEREE FOR SALES OF THE REGISTRABLE SECURITIES IN RESPECT OF
WHICH THE RIGHTS TO REGISTRATION HAVE BEEN SO ASSIGNED.
(E)
SUCCESSORS AND ASSIGNS; THIRD PARTY
BENEFICIARIES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL COVENANTS AND
AGREEMENTS CONTAINED IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES
HERETO WILL BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE PERMITTED SUCCESSORS
AND ASSIGNS OF THE PARTIES HERETO, WHETHER SO EXPRESSED OR NOT.
(F)
SEVERABILITY.
WHENEVER POSSIBLE, EACH
PROVISION OF THIS AGREEMENT WILL BE INTERPRETED IN SUCH MANNER AS TO BE
EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS AGREEMENT
IS HELD TO BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION WILL
BE INEFFECTIVE ONLY TO THE