Common use of First Refusal Allotment Clause in Contracts

First Refusal Allotment. Each ROFR Shareholder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such right of first refusal purchase. A ROFR Shareholder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, unless it exercises its right of first refusal within the ROFR Shareholder First Refusal Period, to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder shall, at the exercising ROFR Shareholder’ sole discretion, within five (5) days after the end of the ROFR Shareholder First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising ROFR Shareholder so that any remaining Offered Shares may be allocated to those ROFR Shareholder exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Non-Selling Shareholder shall have the right to purchase that number of the Offered Shares or ROFR ShareholderPreferred Shareholders’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR ShareholderPreferred Shareholders’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR such Non-Selling Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder Non-Selling Shareholders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such right of first refusal purchase. A ROFR Non-Selling Shareholder shall not have a right to purchase any of ROFR Shareholderthe Offered Shares or Preferred Shareholders’ Overallotment Shares, respectively, unless it exercises its right of first refusal within the ROFR Shareholder Preferred Shareholders First Refusal Period or the Preferred Shareholders’ Overallotment Period, respectively, to purchase up to all of its First Refusal Allotment of the Offered Shares or Preferred Shareholders’ Overallotment Shares, respectively. To the extent that any ROFR Non-Selling Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Non-Selling Shareholders shall, at the exercising ROFR ShareholderNon-Selling Shareholders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Preferred Shareholders First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising ROFR Non-Selling Shareholder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Non-Selling Shareholder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR such Non-Selling Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder Non-Selling Shareholders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected elect to participate in such the right of first refusal purchase. A ROFR Non-Selling Shareholder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period, Period to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Non-Selling Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Non-Selling Shareholders shall, at the exercising ROFR ShareholderNon-Selling Shareholders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising ROFR Non-Selling Shareholder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Shareholder Rights Holder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR Shareholder such Rights Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder the Rights Holders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such right of first refusal purchasetransaction. A ROFR Shareholder shall Rights Holder will not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder First Refusal Period, Period to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Shareholder Rights Holder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Company shall, at the exercising ROFR Shareholder’ sole discretion, within five (5) days after the end of the ROFR Shareholder First Refusal Period, make such adjustment adjustments to the First Refusal Allotment of each exercising ROFR Shareholder Rights Holder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Rights Holders exercising their rights right of first refusal on a pro rata basisbasis based on their shareholding inter se and notify the exercising Rights Holders of their rights to purchase such remaining Offered Shares. Such exercising Rights Holders shall have up to a period of ten (10) days from the end of the First Refusal Period (the “Over-allotment Period”) to notify the Selling Shareholders, the Company and each other Rights Holder of the number of remaining Offered Shares they wish to purchase, if any.

First Refusal Allotment. Each ROFR Shareholder Holder shall have the right to purchase up to that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by such ROFR Shareholder Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder Holders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such the right of first refusal purchase. A ROFR Shareholder Holder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder Holder’s First Refusal Period, to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Shareholder Holder does not exercise its right of first refusal to the full extent in connection with any or all of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Holders that intend to purchase the Offered Shares in excess of its First Refusal Allotment (the “Over-subscription ROFR Holders”) shall, at the exercising Over-subscription ROFR ShareholderHolders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Holder’s First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising Over-subscription ROFR Shareholder Holder so that any remaining Offered Shares may be allocated to those the Over-subscription ROFR Shareholder exercising their rights of first refusal Holders on a pro rata basis.

First Refusal Allotment. Each ROFR Shareholder and Co-Sale Rights Holder shall have the right (the “Right of First Refusal”), exercisable upon written notice to purchase that number the Selling Shareholder, the Company and each other ROFR and Co-Sale Rights Holder, within thirty (30) days following the date of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be Transfer Notice (the “First Refusal AllotmentPeriod”), to elect to purchase all or any part of its pro rata share of the Offered Shares equivalent to the product obtained by multiplying the such aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as specified in the case may be, Transfer Notice by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) Share Equivalents held by such ROFR Shareholder and Co-Sale Rights Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) Share Equivalents owned by all ROFR Shareholder and Co-Sale Rights Holders that have elected to exercise their Right of First Refusal at the time of the transaction who have (the right of first refusal “First Refusal Allotment”), at the same price and subject to purchase the applicable shares same material terms and have elected to participate conditions as described in such right of first refusal purchasethe Transfer Notice. A Any ROFR Shareholder and Co-Sale Rights Holder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right Right of first refusal First Refusal within the ROFR Shareholder First Refusal Period, Period to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Shareholder and Co-Sale Rights Holder does not exercise its right Right of first refusal First Refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder and Co-Sale Rights Holders shall, at the exercising ROFR Shareholder’ sole discretion, within five (5) days after the end of the ROFR Shareholder First Refusal Period, make such adjustment adjustments to the First Refusal Allotment of each exercising ROFR Shareholder and Co-Sale Rights Holder so that any remaining Offered Shares may be allocated to those ROFR Shareholder and Co-Sale Rights Holders exercising their rights Rights of first refusal First Refusal to the full extent of their respective First Refusal Allotment of the Offered Shares on a pro rata basis.

First Refusal Allotment. Each ROFR Shareholder Holder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by such ROFR Shareholder Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder Holders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected to participate in such the right of first refusal purchase. A ROFR Shareholder Holder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder Holder’s First Refusal Period, to purchase up to all of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Shareholder Holder does not exercise its right of first refusal to the full extent any or all of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Holders shall, at the exercising ROFR ShareholderHolders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Holder’s First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising ROFR Shareholder Holder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Holders exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Non-Selling Shareholder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR such Non-Selling Shareholder at the time of the transaction and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned by all ROFR Shareholder Non-Selling Shareholders at the time of the transaction who have the right of first refusal to purchase the applicable shares and have elected elect to participate in such the right of first refusal purchase. A ROFR Non-Selling Shareholder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period, Period to purchase up to all or part of its First Refusal Allotment of the Offered Shares. To the extent that any ROFR Non-Selling Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR Shareholder Non-Selling Shareholders shall, at the exercising ROFR ShareholderNon-Selling Shareholders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period, make such adjustment to the First Refusal Allotment of each exercising ROFR Non-Selling Shareholder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis.

First Refusal Allotment. Each ROFR Non-Selling Shareholder shall have the right to purchase that number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be (the “First Refusal Allotment”), ) equivalent to the product obtained by multiplying the aggregate number of the Offered Shares or ROFR Shareholder’ Overallotment Shares, as the case may be, by a fraction, the numerator of which is the number of Ordinary Shares (on an as-converted basis) held by ROFR such Non-Selling Shareholder at on the time date of the transaction Transfer Notice and the denominator of which is the total number of Ordinary Shares (on an as-converted basis) owned on the date of the Transfer Notice by all ROFR Shareholder at the time of the transaction Non-Selling Shareholders who have the right of first refusal to purchase the applicable shares and have elected elect to participate in such the right of first refusal purchase. A ROFR Any Non-Selling Shareholder shall not have a right to purchase any of ROFR Shareholder’ Overallotment Shares, the Offered Shares unless it exercises its right of first refusal within the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period, Period to purchase up to all or a portion of its First Refusal Allotment of the Offered SharesShares within the Non-Selling Shareholder’s First Refusal Period. To the extent that any ROFR Non-Selling Shareholder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the other exercising ROFR Shareholder Non-Selling Shareholders shall, at the such other exercising ROFR ShareholderNon-Selling Shareholders’ sole discretion, within five (5) days after the end of the ROFR Shareholder Non-Selling Shareholder’s First Refusal Period (the “Re-Allotment Period”), make such adjustment to the First Refusal Allotment of each exercising ROFR Non-Selling Shareholder so that any remaining Offered Shares may be allocated to those ROFR Shareholder Non-Selling Shareholders exercising their rights of first refusal on a pro rata basis; provided, however, any such exercising Non-Selling Shareholder shall not have the right to purchase any of the remaining Offered Shares unless it purchases all of its portion in such re-allotment of the remaining Offered Shares. For avoidance of doubt, any Non-Selling Shareholder, if it does not exercise its right of first refusal hereunder, may only designate its Affiliate(s) to exercise the right of first refusal provided hereunder; the Company shall not have the right to designate another Person to exercise its right of first refusal set forth in Section 4.2(b).