Common use of Allocation of Transfer Shares Clause in Contracts

Allocation of Transfer Shares. If any of the Preference Shareholders and/or Founders shall within the period of fourteen (14) days as set out in Clause 7.3 apply for all or any of the Transfer Shares, the Directors shall allocate the said Shares (or so many of them as shall be applied for as aforesaid) to each of the participating Preference Shareholders and/or Founders and in case of competition, pro rata (as nearly as possible) according to the number of Shares (“First Allotment”) equivalent to the product obtained by multiplying the aggregate number of the Transfer Shares by a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-if-converted basis in the case of Preference Shares) held by such Preference Shareholder and/or Founder at the time of the transaction and the denominator of which is the total number of Ordinary Shares owned by all the participating Preference Shareholders and/or Founders at the time of the transaction (calculated on an as-if-converted basis in the case of Preference Shares) provided that no Preference Shareholder or Founder shall be obliged to take more than the maximum number of Transfer Shares specified by it or him as aforesaid. To the extent that any participating Preference Shareholder or Founder does not exercise its right to purchase to the full extent of its First Allotment, the Company shall, within five (5) days after the end of the period of fourteen (14) days as set forth in Clause 7.3, make such adjustments to the First Allotment of each participating Preference Shareholder and/or Founder so that any remaining Transfer Shares may be allocated to those Preference Shareholders and/or Founders exercising their pre-emption rights on a pro rata basis (provided that such Preference Shareholders and/or Founders have indicated their agreement to subscribe for such additional Transfer Shares) and give notice of such allocations (the “Allocation Notice”) to the Transferor and to the Preference Shareholders and/or Founders to whom the Transfer Shares have been allocated and shall specify in such Allocation Notice the place and time (being not later than ten (10) days after the date of the Allocation Notice) at which the sale of the Transfer Shares so allocated shall be completed. Each of the Preference Shareholders may assign its rights and obligations under Clauses 7.2, 7.3 and 7.4 to any of its Affiliates.

Allocation of Transfer Shares. If any of the Preference Shareholders and/or Founders Investors shall within the period of fourteen (14) days as set out in Clause 7.3 Section 8.3 apply for all or any of the Transfer Shares, the Directors shall allocate the said Shares (or so many of them as shall be applied for as aforesaid) to each of the participating Preference Shareholders and/or Founders Investors and in case of competition, pro rata (as nearly as possible) according to the number of Shares (“First Allotment”) equivalent to the product obtained by multiplying the aggregate number of the Transfer Shares by a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-if-converted basis in the case of Preference Shares) held by such Preference Shareholder and/or Founder Investor at the time of the transaction (calculated on an “as-if-exercised” basis, taking into account the exercise of any outstanding Warrants) and the denominator of which is the total number of Ordinary Shares owned by all the participating Preference Shareholders and/or Founders Investors at the time of the transaction (calculated on an “as-if-converted basis in exercised” basis, taking into account the case exercise of Preference Shares) provided any outstanding Warrants), provided, that no Preference Shareholder or Founder Investor shall be obliged to take more than the maximum number of Transfer Shares specified by it or him as aforesaid. To the extent that any participating Preference Shareholder or Founder Investor does not exercise its right to purchase to the full extent of its First Allotment, the Company shall, within five (5) days after the end of the period of fourteen (14) days as set forth in Clause 7.3Section 8.3, make such adjustments to the First Allotment of each participating Preference Shareholder and/or Founder Investor so that any remaining Transfer Shares may be allocated to those Preference Shareholders and/or Founders Investors exercising their pre-emption rights right of first refusal on a pro rata basis (provided provided, that such Preference Shareholders and/or Founders Investors have indicated their agreement to subscribe for such additional Transfer Shares) and give notice of such allocations (the “Allocation Notice”) to the Transferor and to the Preference Shareholders and/or Founders Investors to whom the Transfer Shares have been allocated and shall specify in such Allocation Notice the place and time (being not later than ten (10) days after the date of the Allocation Notice) at which the sale of the Transfer Shares so allocated shall be completed. Each of the Preference Shareholders Investors may assign its rights and obligations under Clauses 7.2Sections 8.2, 7.3 8.3 and 7.4 8.4 to any of its Affiliates.