Common use of Certain Provisions Applicable to the ROFO Clause in Contracts

Certain Provisions Applicable to the ROFO. Notwithstanding the foregoing: (i) prior to any Transfer of Shares by a Selling Investor pursuant to this Section 2, the Selling Investor shall, after complying with the provisions of this Section 2, comply with the provisions of Section 4 hereof, if applicable; (ii) neither the Company nor any Investor shall be entitled to the right of first offer (“ROFO”) under this Section 2 with respect to a Permitted Transfer of any Shares within the meaning of clauses (ii), (iii), (iv), or, in the event the Transfer is pursuant to a registration involving an Initial Public Offering, (v) of the definition of Permitted Transfer; (iii) no Investor shall be entitled to the ROFO under this Section 2 at any time that it owns less than 5% of such Investor’s Initial Investor Shares; (iv) no Investor shall be entitled to the ROFO under this Section 2 in connection with a Company Sale that is a merger, consolidation, business combination or similar transaction involving a sale of all or substantially all of the Company; and (v) no Investor shall be entitled to the ROFO under this Section 2 in connection with an Exit Sale pursuant to Section 3.

Certain Provisions Applicable to the ROFO. Notwithstanding the foregoing: (i) prior to any Transfer of Shares by a Selling Investor pursuant to this Section 23, the Selling Investor shall, after complying with the provisions of this Section 23, comply with the provisions of Section 4 5 hereof, if applicable; (ii) neither the Company nor any Investor shall be entitled to the right of first offer (“"ROFO”") under this Section 2 3 with respect to a Permitted Transfer of any Shares within the meaning of clauses (ii), (iii), (iv), or, in the event the Transfer is pursuant to a registration involving an Initial Public Offering, ) or (v) of the definition of "Permitted Transfer" by any Investor; (iii) no Investor shall be entitled to the ROFO under this Section 2 3 at any time that it owns and its Permitted Transferees collectively own less than 525% of such Investor’s 's Initial Investor Shares; (iv) no Investor shall be entitled to the ROFO under this Section 2 3 in connection with a Company an AMC Sale that is a merger, consolidation, business combination or similar transaction involving a sale of all or substantially all of the entire Company; and (v) no Investor shall be entitled to the ROFO under this Section 2 3 in connection with an Exit Sale a drag-along sale pursuant to Section 34.