Common use of Purchasing Parties' Right of First Refusal Clause in Contracts

Purchasing Parties' Right of First Refusal. Each Purchasing Party shall have the right to purchase that number of Offered Shares as shall be equal to the number of Offered Shares multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Purchasing Party and the denominator of which shall be the aggregate number of Shares then owned by all of the Purchasing Parties; provided, that no party shall have a right of first refusal with respect to any Offered Shares unless the Purchasing Parties as a group purchase all the Offered Shares. For purposes of Sections 2, 3, 9, and 10, all of the shares of Common Stock which a party has the right to acquire from the Company upon the conversion, exercise or exchange of any of the securities of the Company then owned by such party shall be deemed to be Shares then owned by such party. (The amount of Offered Shares that each Purchasing Party is entitled to purchase under this Section 2.1(b) shall be referred to as its "Pro Rata Fraction").