Common use of Right of First Offer Clause in Contracts

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Major Investor includes any general partners, managing members and affiliates Affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, Affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.2, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.2, Major Investor includes any general partners, managing members and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.5, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.5, Major Investor includes any general partners, managing members and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Investor holder of Preferred Stock a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes A holder of this Section 2.3, Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An Investor Preferred Stock who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated FundsFunds and Affiliated Transferees, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Investor holder of Preferred Stock in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions -------------------- specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or equity or debt securities convertible into or exercisable for any shares of, any class of its the Company’s capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.2, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.2, Major Investor includes any general partners, managing members and or affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Major Investor includes any general partners, managing members and affiliates of an such Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities, rights to purchase securities or debt convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its New Shares (as hereinafter defined). For purposes of this Section 2.32.4, Major Investor includes any general partners, managing members and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, in such proportions affiliates as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“New Shares”), the Company shall first make an offering of such New Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions -------------------- specified in this Section 2.32.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor "Investor" includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each ------ Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.38.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.38.4, Investor a "Major Investor" includes any general partners, managing members and partners or affiliates of an that Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares offor, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined)Shares. For purposes of this Section 2.32.4, a Major Investor includes any general partners, managing members partners and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:.

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Investor Major Holder a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An Investor A Major Holder who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated FundsFunds and Affiliated Transferees, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Investor Major Holder in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Major Investor includes any general partners, managing members partners and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.5, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.5, Major Investor includes any general partners, managing members and affiliates all Affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated FundsAffiliates, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock stock, including but not limited to debt securities (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3SECTION 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defineddefined below). For purposes of this Section 2.3SECTION 2.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses will be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”"OFFERED SHARES"), the Company shall will first make an offering of such Offered Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.6, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.6, an Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions -------------------- specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3paragraph 2.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:.

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, a Major Investor includes any general partners, managing members partners and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:shall

Right of First Offer. Subject to the terms and conditions specified in this Section 2.33.1, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.33.1, Investor includes any general partners, managing members partners and affiliates of an a Investor, including Affiliated Funds. An A Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Investor the Investors a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Each Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliatesand affiliates (including, including Affiliated Fundsin the case of a venture capital fund, partners and funds affiliated with such fund) in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares offor, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor the Investors in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.32.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor "Major Investor" includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions -------------------- specified in this Section 2.32.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”"SHARES"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Major Investor includes any general partners, managing members and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners or affiliates, including Affiliated Funds, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities (including debt securities) convertible into or exercisable for any shares of, any class of its capital stock (“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, an Investor includes any general partners, managing members partners and affiliates of an Investor, including Affiliated Funds. An Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.3, Investor includes any general partners, managing members and affiliates of an Investor, including Affiliated Funds. An A Major Investor who chooses to exercise the right of first offer may designate as purchasers under such right itself or its partners general partners, managing members or affiliates, including Affiliated Funds, Immediate Family Members or trusts, in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock (“Shares”"SHARES"), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions:

Right of First Offer. Subject to the terms and conditions specified in this Section 2.3paragraph 2.4, the Company hereby grants to each Major Investor a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this Section 2.32.4, Major Investor includes any general partners, managing members partners and affiliates of an a Major Investor, including Affiliated Funds. An A Major Investor who chooses shall be entitled to exercise apportion the right of first offer may designate as purchasers under such right hereby granted it among itself or and its partners or affiliates, including Affiliated Funds, and affiliates in such proportions as it deems appropriate. Each time the Company proposes to offer any shares of, or securities convertible into into, or exercisable for any shares of, any class of its capital stock (“"Shares”"), the Company shall first make an offering of such Shares to each Major Investor in accordance with the following provisions: