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, the Company shall, to the extent it may do so, assign such right of first refusal or right of first offer to each Investor. In the event of such assignment, each Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each 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 outstanding shares of capital stock of the Company owned by such Investor (on an as-if converted to Common Stock basis) at the time of the proposed transfer and the denominator of which is the total number of shares of outstanding shares of capital stock of the Company owned by all Investors (on an as-if converted to Common Stock basis) 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 stockstock 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 Investor. In the event of such assignment, each Investor shall have a right to purchase its pro rata portion of the capital stock proposed to be transferred. Each 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 outstanding shares of capital stock of the Company owned Registrable Securities held by such Investor (on an as-if converted to Common Stock basis) at the time of the proposed transfer and the denominator of which is the total number of shares of outstanding shares of capital stock of the Company Registrable Securities owned by all Investors (on an as-if converted to Common Stock basis) at the time of such proposed transfer.