Common use of Preferred Shareholders’ Option Clause in Contracts

Preferred Shareholders’ Option. (i) Each Preferred Shareholder shall have an option for a period of thirty (30) days from the Preferred Shareholder’s receipt of the Additional Transfer Notice to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Preferred Shareholder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the Remaining Shares, by notifying the Transferor and the Company in writing, before expiration of the thirty-day period as to the number of such shares which it wishes to purchase. For purposes of this clause (ii), each Preferred Shareholder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Preferred Shareholder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Preferred Shareholders on the date of the Transfer Notice shall be the denominator. (iii) If any Preferred Shareholder fails to exercise its option to purchase its pro rata share of the Remaining Shares, the Company shall give written notice (a “Reallotment Notice”) to each Preferred Shareholder who has fully exercised its option to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) (the “Reallotment Shares”). (iv) Each Preferred Shareholder entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its pro rata share of the Reallotment Shares described in such Reallotment Notice. Such option shall be exercisable by each Participating Holder by notifying the Company and the Transferor in writing, within ten (10) days after delivery to the Participating Holder of the Reallotment Notice (a “Reallotment Period”). For purposes of this clause (iv), each Participating Holder’s pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominator. (v) On expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Preferred Shareholder shall be entitled to apportion Remaining Shares to be purchased among its partners and affiliates, provided that such Preferred Shareholder notifies the Transferor of such allocation. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the expiration of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotment, unless the Additional Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E).

Preferred Shareholders’ Option. (i1) Each Preferred Shareholder shall have an option for a period of thirty (30) days from the Preferred Shareholder’s receipt of the Additional Transfer Notice to elect to purchase its respective pro rata share (including any re-allocation contemplated below) of the Remaining Offered Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice, subject to Section 9.01(a)(v). (ii2) Each A Preferred Shareholder (an “Exercising Shareholder”) may exercise such purchase option and, thereby, purchase all or any portion a part of its respective pro rata share (including any re-allocatiion as provided below) of the Remaining Offered Shares, by notifying the Transferor and the Company in writing, before expiration of the thirty-thirty (30) day period as to the number of such shares which it wishes will purchase (including any re-allocation) (the “Exercise Amount”). (3) The Offered Shares shall first be allocated among each Exercising Shareholder (with rounding to purchase. For purposes of this clause (ii), each Preferred Shareholder’s avoid fractional shares) in proportion to its respective pro rata share provided that in no event shall an amount greater than such Exercising Shareholder’s Exercise Amount be allocated to such Exercising Shareholder. (4) Any Offered Shares not yet purchased by any Exercising Shareholder in accordance with sub-paragraph (3) above or any Affiliate of the Remaining Shares such Exercising Shareholder in accordance with sub-paragraph (7) below (“Excess Shares”) shall be a fraction re-allocated among all the other Exercising Shareholders in proportion to each such Exercising Shareholder’s respective pro rata share (with rounding to avoid fractional shares), and such procedure shall be employed until the Exercise Amounts of all Exercising Shareholders shall have been satisfied. (5) In the Remaining context contemplated under sub-paragraph (3) above, an Exercising Shareholder’s “pro rata share” is equal to the product of (x) the total number of Offered Shares, and (y) a fraction, the numerator of which shall be the aggregate number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) all Preferred Shares owned by such Preferred Exercising Shareholder on the date of the Transfer Notice and the denominator of which shall be the numerator and the total aggregate number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held all Preferred Shares owned by all Preferred the Exercising Shareholders on the date of the Transfer Notice Notice. (6) In the context of a re-allocation of the Excess Shares referred to in sub-paragraph (4) above, an Exercising Shareholder’s “pro rata share” is equal to the product of (x) the total number of Excess Shares, and (y) a fraction, the numerator of which shall be the denominator. (iii) If any Preferred Shareholder fails to exercise its option to purchase its pro rata share of the Remaining Shares, the Company shall give written notice (a “Reallotment Notice”) to each Preferred Shareholder who has fully exercised its option to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) (the “Reallotment Shares”). (iv) Each Preferred Shareholder entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its pro rata share of the Reallotment Shares described in such Reallotment Notice. Such option shall be exercisable by each Participating Holder by notifying the Company and the Transferor in writing, within ten (10) days after delivery to the Participating Holder of the Reallotment Notice (a “Reallotment Period”). For purposes of this clause (iv), each Participating Holder’s pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) all Preferred Shares owned by such Participating Holder Exercising Shareholder on the date of the Transfer Notice and the denominator of which shall be the numerator and the total aggregate number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held all Preferred Shares owned by all Participating Holders the Exercising Shareholders (except for the Preferred Shareholder whose shares are subject to such re-allocation) on the date of the Transfer Notice shall be the denominatorNotice. (v7) On expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each A Preferred Shareholder shall be entitled to apportion Remaining the Offered Shares to be purchased among its partners and affiliatesAffiliates, provided that such Preferred Shareholder notifies the Transferor of such allocationallocation and upon receipt of written consent of the Transferor. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment 8) Payment for the Remaining Offered Shares which have been allocated to any Exercising Shareholder as provided above shall be by check or wire transfer, against delivery of the Remaining such Offered Shares to be purchased such Exercising Shareholder at a place agreed by the parties relevant Parties and at the time of the scheduled closing therefor, which shall be no later than thirty forty-five (3045) days after the expiration Preferred Shareholders’ receipt of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotmentTransfer Notice, unless the Additional Transfer Notice contemplated a later closing with any the prospective third party transferee transferee(s) or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E9.01(a)(v).

Preferred Shareholders’ Option. (ia) Each Preferred Shareholder shall have an option for a period of thirty forty five (3045) days from the Preferred Shareholder’s following receipt of the Additional Transfer Notice (the “Option Period”) to elect to purchase all or any portion of its respective pro rata share of the Remaining Offered Shares set out in the Transfer Notice at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Preferred Shareholder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the Remaining Shares, by notifying the Transferor and the Company in writing, writing before expiration of the thirty-day period Option Period as to the number of such shares which Offered Shares that it wishes to purchase. For the purposes of this clause (iiSection 6.2(ii)(a), each such Preferred Shareholder’s “pro rata share share” of the Remaining Offered Shares shall be equal to (A) the total number of Offered Shares set out in the Transfer Notice, multiplied by (B) a fraction of fraction, the Remaining Shares, numerator of which shall be the aggregate number of Equity Securities Shares (assuming the exercise, conversion and exchange of any Common Share Equivalentscalculated on an as-converted basis) owned held by such Preferred Shareholder on the date of the Transfer Notice and the denominator of which shall be the numerator and the total aggregate number of Equity Securities Shares (assuming the exercise, conversion and exchange of any Common Share Equivalentscalculated on an as-converted basis) held by all Preferred Shareholders on the date of the Transfer Notice shall be the denominatorsuch date. (iiib) If any Preferred Shareholder fails to exercise its option right to purchase its full pro rata share of the Remaining Offered Shares, the Company Transferor shall give deliver a written notice (a the “Reallotment Second Notice”) to each Preferred Shareholder who has fully exercised its option to purchase a pro rata portion within five (5) days after the expiration of the Remaining Shares. The Reallotment Notice shall include all Option Period to the Company and each of the information and certifications required in a Transfer Notice and briefly describe the other Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) Shareholders (the “Reallotment SharesRemaining Preferred Shareholders”). . The Remaining Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Shares by notifying the Transferor and the Company in writing within ten (iv10) Each Preferred Shareholder entitled to receive a Reallotment days after receipt of the Second Notice (a the “Participating HolderAdditional Option Period”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its ). Each Remaining Preferred Shareholder’s pro rata share of the Reallotment unpurchased Offered Shares described in such Reallotment Notice. Such option shall be exercisable equal to (A) the number of unpurchased Offered Shares, multiplied by (B) a fraction, the numerator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted basis) held by such Remaining Preferred Shareholder on the date of the Transfer Notice and the denominator of which shall be the aggregate number of Ordinary Shares (calculated on an as-converted basis) held by all Remaining Preferred Shareholders on such date; provided, however, the Company shall coordinate with the Remaining Preferred Holders during this Additional Option Period to ensure that the Remaining Preferred Holders will be able to subscribe for all of the remaining Offering Shares if so desired during the Additional Option Period, and that in the event there will be any remaining Offered Shares during the Additional Option Period process, each Participating Holder Remaining Preferred Holders shall have the right to subscribe for the remaining Offered Shares that are not being subscribed for by notifying the other Remaining Preferred Holders on a pro rata basis in the manner set forth in this sentence until all of the remaining offering Offered Shares have been subscribed. (c) Subject to applicable securities Laws, each such Preferred Shareholder shall be entitled to apportion Offered Shares to be purchased among its Affiliates, provided that such Preferred Shareholder notifies the Company and the Transferor in writing, within ten (10) days after delivery to and provided that, during the Participating Holder Competitor Restriction Period, such Affiliates are not Competitors of the Reallotment Notice (a “Reallotment Period”). For purposes of this clause (iv), each Participating Holder’s pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominatorGroup Companies. (v) On expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Preferred Shareholder shall be entitled to apportion Remaining Shares to be purchased among its partners and affiliates, provided that such Preferred Shareholder notifies the Transferor of such allocation. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the expiration of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotment, unless the Additional Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E).

Preferred Shareholders’ Option. (i) Each Preferred Shareholder shall have an option for a period of thirty (30) days from the Preferred Shareholder’s receipt of the Additional Transfer Notice to elect to purchase its respective pro rata share of the Remaining Shares at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Preferred Shareholder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the Remaining Shares, by notifying the Transferor and the Company in writing, before expiration of the thirty-day period as to the number of such shares which it wishes to purchase. For purposes of this clause (ii), each Preferred Shareholder’s pro rata share of the Remaining Shares shall be a fraction of the Remaining Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Preferred Shareholder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Preferred Shareholders on the date of the Transfer Notice shall be the denominator. (iii) If any Preferred Shareholder fails to exercise its option to purchase its pro rata share of the Remaining Shares, the Company shall give written notice (a “Reallotment Notice”) to each Preferred Shareholder who has fully exercised its option to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) (the “Reallotment Shares”). (iv) Each Preferred Shareholder entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its pro rata share of the Reallotment Shares described in such Reallotment Notice. Such option shall be exercisable by each Participating Holder by notifying the Company and the Transferor in writing, within ten (10) days after delivery to the Participating Holder of the Reallotment Notice (a “Reallotment Period”). For purposes of this clause (iv), each Participating Holder’s pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominator. (v) On expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Preferred Shareholder shall be entitled to apportion Remaining Shares to be purchased among its partners and affiliates, provided that such Preferred Shareholder notifies the Transferor of such allocation. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the expiration of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotment, unless the Additional Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E9.2(E).

Preferred Shareholders’ Option. (ia) Each Preferred Shareholder shall have an option for a period of thirty ten (3010) days from following receipt of the Second Notice (the “Preferred Shareholder’s receipt of the Additional Transfer Notice Option Period”) to elect to purchase all or any portion of its respective pro rata share of the Remaining Offered Shares set out in the Second Notice at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Preferred Shareholder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the Remaining Shares, by notifying the Transferor and the Company in writing, writing before expiration of the thirty-day period Preferred Shareholder’s Option Period as to the number of such shares which Offered Shares that it wishes to purchase. . (b) For the purposes of this clause (iiSection 7.2(iii), each such Preferred Shareholder’s “pro rata share share” of the Remaining Offered Shares shall be equal to (A) the total number of Offered Shares which the Company has not elected to purchase pursuant to Section 7.2(ii), multiplied by (B) a fraction of fraction, the Remaining Shares, numerator of which shall be the aggregate number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned Conversion Shares held by such Preferred Shareholder on the date of the Transfer Notice and the denominator of which shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) Conversion Shares held by all Preferred Shareholders on the date of the Transfer Notice shall be the denominatorsuch date. (iiic) If any such Preferred Shareholder fails to exercise its option right to purchase its full pro rata share of the Remaining available Offered Shares, the Company Transferor shall give deliver written notice (a the “Reallotment Third Notice”) within five (5) days after the expiration of the Preferred Shareholder’s Option Period to the Company and each Preferred Shareholder who has fully exercised its option that elected to purchase a pro rata portion of the Remaining Shares. The Reallotment Notice shall include all of the information and certifications required in a Transfer Notice and briefly describe the Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) (the “Reallotment Shares”). (iv) Each Preferred Shareholder entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option to purchase, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its entire pro rata share of the Reallotment Offered Shares described in (an “Exercising Shareholder of Right of First Refusal”). The Exercising Shareholders of Right of First Refusal shall have a right of re-allotment, and may exercise an additional right to purchase such Reallotment Notice. Such option shall be exercisable by each Participating Holder unpurchased Offered Shares by notifying the Company Transferor and the Transferor Company in writing, writing within ten (10) days after delivery to the Participating Holder receipt of the Reallotment Notice (a “Reallotment Period”). For purposes Third Notice; provided, however, that if the Exercising Shareholders of this clause (iv), each Participating Holder’s pro rata share Right of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which First Refusal desire to purchase in aggregate more than the number of Equity Securities (assuming such unpurchased Offered Shares, then such unpurchased Offered Shares will be allocated to the exercise, conversion and exchange extent necessary among the Exercising Shareholders of any Common Share Equivalents) owned by such Participating Holder Right of First Refusal in accordance with their relative pro rata shares based on the date number of the Transfer Notice shall be the numerator and the total number unpurchased Offered Shares such Exercising Shareholders of Equity Securities (assuming the exercise, conversion and exchange Right of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominatorFirst Refusal have elected to purchase pursuant to this Section 7.2(iii)(c). (vd) On expiration of any Reallotment PeriodSubject to applicable securities Laws, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Preferred Shareholder shall be entitled to apportion Remaining Offered Shares to be purchased among its partners and affiliatesAffiliates, provided that such Preferred Shareholder notifies the Company and the Transferor of such allocationin writing. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the expiration of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotment, unless the Additional Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E).

Preferred Shareholders’ Option. (ia) Each Preferred Shareholder shall have an option for a period of thirty forty five (3045) days from the Preferred Shareholder’s following receipt of the Additional Transfer Notice (the “Option Period”) to elect to purchase all or any portion of its respective pro rata share equity interest of the Remaining Shares Offered Equity Interests set out in the Transfer Notice at the same price and subject to the same material terms and conditions as described in the Additional Transfer Notice. (ii) Each Preferred Shareholder may exercise such purchase option and, thereby, purchase all or any portion of its pro rata share of the Remaining Shares, by notifying the Transferor and the Company in writing, writing before expiration of the thirty-day period Option Period as to the number of such shares which Offered Equity Interests that it wishes to purchase. For the purposes of this clause (iiSection 6.2(ii)(a), each such Preferred Shareholder’s “pro rata share equity interest” of the Remaining Shares Offered Equity Interests shall be equal to (A) the total number of Offered Equity Interests set out in the Transfer Notice, multiplied by (B) a fraction of fraction, the Remaining Shares, numerator of which shall be the aggregate number of Equity Securities Interests (assuming the exercise, conversion and exchange of any Common Share Equivalentscalculated on an as-converted basis) owned held by such Preferred Shareholder on the date of the Transfer Notice and the denominator of which shall be the numerator and the total aggregate number of Equity Securities Interests (assuming the exercise, conversion and exchange of any Common Share Equivalentscalculated on an as-converted basis) held by all Preferred Shareholders on the date of the Transfer Notice shall be the denominatorsuch date. (iiib) If any Preferred Shareholder fails to exercise its option right to purchase its full pro rata share equity interest of the Offered Equity Interests, the Transferor shall deliver a written notice (the “Second Notice”) within five (5) days after the expiration of the Option Period to the Company and each of the other Preferred Shareholders (the “Remaining SharesPreferred Shareholders”). The Remaining Preferred Shareholders shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Equity Interests by notifying the Transferor and the Company in writing within ten (10) days after receipt of the Second Notice (the “Additional Option Period”). Each Remaining Preferred Shareholder’s pro rata equity interest of the unpurchased Offered Equity Interests shall be equal to (A) the number of unpurchased Offered Equity Interests, multiplied by (B) a fraction, the numerator of which shall be the aggregate number of Ordinary Equity Interests (calculated on an as-converted basis) held by such Remaining Preferred Shareholder on the date of the Transfer Notice and the denominator of which shall be the aggregate number of Ordinary Equity Interests (calculated on an as-converted basis) held by all Remaining Preferred Shareholders on such date; provided, however, the Company shall give written notice (a “Reallotment Notice”) coordinate with the Remaining Preferred Holders during this Additional Option Period to ensure that the Remaining Preferred Holders will be able to subscribe for all of the remaining Offering Equity Interests if so desired during the Additional Option Period, and that in the event there will be any remaining Offered Equity Interests during the Additional Option Period process, each Remaining Preferred Shareholder who has fully exercised its option Holders shall have the right to purchase subscribe for the remaining Offered Equity Interests that are not being subscribed for by the other Remaining Preferred Holders on a pro rata portion of basis in the Remaining Shares. The Reallotment Notice shall include manner set forth in this sentence until all of the information and certifications required in a Transfer Notice and briefly describe the Preferred Shareholders’ rights of reallotment. The Reallotment Notice shall further identify the Remaining Shares in respect of which any Preferred Shareholder has failed to exercise its right of first refusal (or in the case where there has remaining offering Offered Equity Interests have been a prior Reallotment Period, in respect of which any Preferred Shareholder has failed to exercise its right of reallotment) (the “Reallotment Shares”)subscribed. (ivc) Each Subject to applicable securities Laws, each such Preferred Shareholder shall be entitled to receive a Reallotment Notice (a “Participating Holder”) shall have an option apportion Offered Equity Interests to purchasebe purchased among its Affiliates, at the same price and subject to the same material terms and conditions as described in any Reallotment Notice, all or part of its pro rata share of the Reallotment Shares described in provided that such Reallotment Notice. Such option shall be exercisable by each Participating Holder by notifying Preferred Shareholder notifies the Company and the Transferor in writing, within ten (10) days after delivery to and provided that, during the Participating Holder Competitor Restriction Period, such Affiliates are not Competitors of the Reallotment Notice (a “Reallotment Period”). For purposes of this clause (iv), each Participating Holder’s pro rata share of the Reallotment Shares shall be a fraction of the Reallotment Shares, of which the number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) owned by such Participating Holder on the date of the Transfer Notice shall be the numerator and the total number of Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents) held by all Participating Holders on the date of the Transfer Notice shall be the denominatorGroup Companies. (v) On expiration of any Reallotment Period, the Company shall issue a new Reallotment Notice to each of the Preferred Shareholders that have exercised their right of reallotment in such period, and such Preferred Shareholders shall be given an additional right of reallotment under clause (iv) above, unless either (x) the Preferred Shareholders have exercised any rights of first refusal and rights of reallotment with respect to all the Remaining Shares or (y) no Preferred Shareholder shall have exercised its right of reallotment during such Reallotment Period. (vi) Each Preferred Shareholder shall be entitled to apportion Remaining Shares to be purchased among its partners and affiliates, provided that such Preferred Shareholder notifies the Transferor of such allocation. (vii) If any Preferred Shareholder exercises its option under this paragraph (D) to purchase any Remaining Shares, then payment for the Remaining Shares shall be by check or wire transfer, against delivery of the Remaining Shares to be purchased at a place agreed by the parties and at the time of the scheduled closing therefor, which shall be no later than thirty (30) days after the expiration of any period for exercise by such Preferred Shareholders of their right of first refusal with respect to the Remaining Shares and all periods for exercise by the Preferred Shareholders of any right of reallotment, unless the Additional Transfer Notice contemplated a later closing with any prospective third party transferee or unless the value of the purchase price has not yet been established pursuant to Section 2.2(E).