Common use of Assignment of Right of First Refusal Clause in Contracts

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Significant Investor. In the event of such assignment, each Significant Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each Significant Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Significant Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities owned by all Significant Investors at the time of such proposed transfer.

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s charter documentsBylaws, by contract or otherwiseas amended from time-to-time, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Significant Investor. In the event of such assignment, each Significant Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferredtransferred on the same terms as those offered to the Company. Each Significant Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Significant Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities owned by all Significant Investors at the time of such proposed transfer.

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, shall assign such unexercised portion of such right of first refusal or right of first offer to each Significant Major Investor. In the event of such assignment, each Significant Major Investor shall have a right to purchase its pro rata portion of such unexercised portion of the capital stock proposed to be transferred. Each Significant Major Investor’s pro rata portion shall be equal to the product obtained by multiplying (ix) the aggregate number of shares proposed subject to be transferred such unexercised portion by (iiy) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Significant Major Investor at the time of the proposed transfer and the denominator of which is the total number of shares of Registrable Securities owned by all Significant Major Investors at the time of such proposed transfer.

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s 's outstanding capital stock pursuant to the Company’s 's charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Significant Major Investor. In the event of such assignment, each Significant Major Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each Significant Major Investor’s 's pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities held by such Significant Major Investor at the time of the proposed transfer and the denominator of which is the total number of Registrable Securities shares owned by all Significant Major Investors at the time of such proposed transfer. Notwithstanding the foregoing, nothing in this Section 3.8 shall affect the rights of the Company and the Investors under that certain Co-Sale Agreement dated as of the date hereof by and among the Company and certain of its stockholders.

Assignment of Right of First Refusal. In the event the Company elects not to exercise any right of first refusal or right of first offer the Company may have on a proposed transfer of any of the Company’s outstanding capital stock pursuant to the Company’s charter documents, by contract or otherwise, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Significant Investor. In the event of such assignment, each Significant Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each Significant Investor’s pro rata portion shall be equal to the product obtained by multiplying (i) the aggregate number of shares proposed to be transferred by (ii) a fraction, the numerator of which is the number of shares of Registrable Securities and other rights to acquire shares of Common Stock held by such Significant Investor at the time of the proposed transfer transfer, and the denominator of which is the total number of shares of Registrable Securities owned and other rights to acquire shares of Common Stock held by all Significant the Investors at the time of such the proposed transfer.