Common use of Right of Last Refusal Clause in Contracts

Right of Last Refusal. In the event that any of the Continuing Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such person (a "Transaction Offer") from an Independent Third Party (the "Offeror"), such Continuing Stockholder or Permitted Transferee (a "Transferring Stockholder") may Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2: (a) Such Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall notify each Investor of his wish to accept the Transaction Offer and otherwise comply with the provisions of this Section 3.2 (such notice, the "Offer Notice"). The Transferring Stockholder's Offer Notice shall constitute an irrevocable offer to sell such shares to the Investor on the basis described below at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer (except to the extent the provisions of this Section 3.2 apply). The notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Offeror and all relevant information in connection therewith). (b) Subject to the provisions of Section 3.2(c) below, each Investor shall have the right (the "Right of Last Refusal") to offer to purchase up to that number of Shares covered by the Transaction Offer as shall be equal to the product obtained by multiplying (i) the total number of Shares subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock owned by such Investor on the date of the Offer Notice on an as converted basis (including for this purpose any shares of Common Stock that may be received upon conversion of any Preferred Stock), and the denominator of which is the total number of Shares of Common Stock, then held by all Investors on the date of the Offer Notice on an as converted basis as provided above, subject to increase as hereinafter provided. The number of Shares that each Investor is entitled to purchase under this Section 3.2 shall be referred to as its "Pro Rata Fraction". Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof with respect to any proposed Transaction Offer to any transferee. In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to offer to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or its transferee. Each Investor shall have the right to accept the Transaction Offer by giving notice of such acceptance to the Transferring Stockholder as provided in Section 6.4 within fifteen (15) days after receipt of the Offer Notice, which notice shall indicate the maximum number of Shares subject thereto which the Investor and its transferee(s) are willing to purchase in the event fewer than all Investors elect to purchase their Pro Rata Fractions; provided that the Investors as a group may not exercise the Right of Last Refusal with respect to fewer than all of the Shares which are subject to the Transaction Offer. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Board of Directors of the Company with the agreement of the TA Associates, Inc. as representative of the Investors may determine the fair market value of such consideration, reasonably and in good faith, and shall deliver written notice (the "FMV Notice") to the Transferring Stockholder of such determination not more than fifteen (15) days after receipt of the Transaction Offer. If the Transferring Stockholder does not object to such determination within five (5) days of receipt of the FMV Notice, the Investors may exercise. their Right of Last Refusal by payment of such fair market value in cash or cash equivalents. In the event that the Transferring Stockholder objects to the fair market value determined by TA Associates, the Transferring Stockholder and TA Associates shall negotiate in good faith for a period of ten (10) days to determine a mutually acceptable fair market value for such consideration. If after such ten days, TA Associates and the Transferring Stockholder have not reached agreement as to the fair market value of such consideration, the matter shall be referred to a nationally-recognized accounting firm (the "Accountants") for final determination of the fair market value of such consideration (the "Accountants Determination"), and the Accountants shall make the Accountant Determination not more than fifteen (15) days after receipt of such matter. The Accountant's Determination shall be binding on the Investors and the Transferring Stockholder and shall not be subject to dispute or review. For a period of fifteen (15) days following delivery of the Accountant's Determination, the Investors may exercise their Right of Last Refusal by payment in cash or cash equivalents of the fair market value so determined. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of Last Refusal without acceptance thereof or any rejection of the Right of Last Refusal. Upon the expiration of thirty (30) days following later to occur of (i) receipt of the Offer Notice by all Investors and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors, the number of Shares to be purchased by each Investor and transferee shall be determined as follows: (x) there shall first be allocated to each Investor and transferee electing to purchase a number of Shares equal to the lesser of (A) the number of Shares as to which such Investor accepted the Transaction Offer or (B) such Investor's Pro Rata Fraction, and (y) the balance, if any, not allocated under clause (x) above, shall be allocated to those Investors and transferees who accepted the Transaction Offer as to a number of Shares which exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the amount of such excess. The closing for any purchase of Shares by the Investors and their transferees hereunder shall take place within thirty (30) days after the later to occur of (i) the first thirty (30) day period following the Investors' receipt of the Offer Notice-and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors at the place and on the date specified by two-thirds-in-interest of the Investors. (c) In the event that the Investors do not elect to exercise the Right of Last Refusal with respect to all of the Shares proposed to be sold, the Investors shall not be entitled to purchase any such Shares and the Transferring Stockholder may sell all such Shares proposed to be sold to the Offeror on the terms and conditions set forth in the Offer Notice. If the Transferring Stockholder's transfer to an Offeror is not consummated in accordance with the terms of the Transaction Offer on or before the day which is ninety (90) days after the expiration of the Right of Last Refusal, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Investors are once again afforded the Right of Last Refusal provided for herein with respect to such Transaction Offer.

Right of Last Refusal. In the event that any of the Continuing ----------- --------------------- Stockholders, including any of their Permitted Transferees, receives a bona fide offer to purchase all or any portion of the Shares held by such person Stockholder (a "Transaction Offer") from an Independent Third Party a non-Affiliate (the "Offeror"), such Continuing Stockholder or Permitted Transferee (a "Transferring Stockholder") may may, subject to the restrictions in the last paragraph of Section 3.1 and the provisions of Section 3.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.2: (a) Such Transferring Stockholder shall cause the Transaction Offer and all of the terms thereof to be reduced to writing and shall notify each Investor (enclosing a copy of his the Transaction Offer) of its wish to accept the Transaction Offer and otherwise comply with the provisions of this Section 3.2 and, if applicable, Section 3.3 (such notice, the "Offer Notice"). The Transferring Stockholder's Offer Notice shall constitute an irrevocable offer to sell such shares to the Investor on the basis described below at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer (except to the extent the provisions of this Section 3.2 apply). The notice shall be accompanied by a true copy of the Transaction Offer (which shall identify the Offeror and all relevant information in connection therewith). (b) Subject to the provisions of Section 3.2(c) below, each Each Investor shall have the right (the "Right of Last Refusal") to offer to purchase up to that number of Shares covered by the Transaction Offer as shall be equal to the product obtained by multiplying (i) the total number of Shares subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock owned by such Investor on the date of the Offer Notice on an as converted basis (including for this purpose any shares of Common Stock that may be received upon conversion of any the Series A Convertible Preferred Stock), and the denominator of which is the total number of Shares of Common Stock, Stock then held by all Investors on the date of the Offer Notice on an as converted basis as provided above, subject to increase as hereinafter providedbasis. (The number of Shares that each Investor or its transferee is entitled to purchase under this Section 3.2 shall be referred to as its "Pro Rata Fraction"). Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof with respect to any proposed Transaction Offer to any transferee. In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to offer to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or its transferee. Each Investor shall have the right to accept the Transaction Offer by giving notice as to all or part of such acceptance to the Transferring Stockholder as provided in Section 6.4 Shares offered thereby within fifteen thirty (1530) days after receipt of the Offer Notice, which notice shall indicate the maximum number of Shares subject thereto which the Investor and its transferee(s) are willing to purchase in . In the event fewer than all Investors that an Investor shall elect to purchase their Pro Rata Fractions; provided that the Investors as all or a group may not exercise the Right of Last Refusal with respect to fewer than all part of the Shares which are subject to covered by the Transaction Offer, such Investor shall individually communicate in writing such election to purchase to the Transferring Stockholder, which communication shall be delivered by hand or mailed to such Transferring Stockholder in accordance with Section 6.4 hereof and shall, when taken in conjunction with the Transaction Offer, be deemed to constitute a valid, legally binding and enforceable agreement for the sale and purchase of the Shares covered thereby to the extent of the number of Shares, if any, allocated to such Investor in accordance with the following paragraph. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Board of Directors of the Company with the agreement of the TA Associates, Inc. as representative of the Investors may determine the fair market value of such consideration, reasonably and in good faith, and shall deliver written notice (the "FMV Notice") to the Transferring Stockholder of such determination not more than fifteen (15) days after receipt of the Transaction Offer. If the Transferring Stockholder does not object to such determination within five (5) days of receipt of the FMV Notice, the Investors may exercise. exercise their Right of Last Refusal by payment of such fair market value in cash or cash equivalents. In the event that the Transferring Stockholder objects Notwithstanding anything contained herein to the fair market value determined by TA Associatescontrary, an Investor within an Investor Group shall have the Transferring Stockholder and TA Associates shall negotiate in good faith for a period of ten (10) days right to determine a mutually acceptable fair market value for such consideration. If after such ten days, TA Associates and purchase any shares with respect to which another Investor within the Transferring Stockholder have same Investor Group elects not reached agreement as to the fair market value of such consideration, the matter shall be referred to a nationally-recognized accounting firm (the "Accountants") for final determination of the fair market value of such consideration (the "Accountants Determination"), and the Accountants shall make the Accountant Determination not more than fifteen (15) days after receipt of such matter. The Accountant's Determination shall be binding on the Investors and the Transferring Stockholder and shall not be subject to dispute or review. For a period of fifteen (15) days following delivery of the Accountant's Determination, the Investors may exercise their Right of Last Refusal by payment in cash or cash equivalents of the fair market value so determined. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of Last Refusal without acceptance thereof or any rejection of the Right of Last Refusal. Upon the expiration of thirty (30) days following later to occur of (i) receipt of the Offer Notice by all Investors and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors, the number of Shares to be purchased by each Investor and transferee shall be determined as follows: (x) there shall first be allocated to each Investor and transferee electing to purchase a number of Shares equal to the lesser of (A) the number of Shares as to which such Investor accepted the Transaction Offer or (B) such Investor's Pro Rata Fraction, and (y) the balance, if any, not allocated under clause (x) above, shall be allocated to those Investors and transferees who accepted the Transaction Offer as to a number of Shares which exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the amount of such excess. The closing for any purchase of Shares by to the Investors and their transferees hereunder shall take place within thirty (30) days after the later to occur expiration of (i) the first thirty (30) day period following the Investors' receipt of the Offer Notice-and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors Notice at the place and on the date specified by two-thirdsa majority-in-interest of the Investors. (c) In the event that the Investors do not elect to exercise the Right of Last Refusal with respect to all of the Shares proposed to be sold, the Investors shall not be entitled to purchase any such Shares and the Transferring Stockholder may sell all such Shares proposed to be sold to the Offeror on the terms and conditions set forth in the Offer Notice, subject to the restrictions set forth in the last paragraph of Section 3.1 and the further provisions of Section 3.3. If the Transferring Stockholder's transfer to an Offeror is not consummated in accordance with the terms of the Transaction Offer on or before within the day which is later of (i) ninety (90) days after the expiration of the Right of Last RefusalRefusal and the Co-Sale Option set forth in Section 3.3 below, if applicable, and (ii) the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Investors are once again afforded the Right of Last Refusal provided for herein with respect to such Transaction Offer.

Right of Last Refusal. In If at any time on or after the event that Date hereof any of the Continuing Stockholders, including any of their Permitted Transferees, Investor receives a bona fide offer to purchase any or all or any portion of the Shares shares of any class of capital stock of the Company held by such person it (a the "Transaction OfferOffer to Purchase") from an Independent Third Party unaffiliated third party (the "Offeror") which such Investor wishes to accept (whether initiated by such Investor or the third party), such Continuing Stockholder or Permitted Transferee (a "Transferring Stockholder") Investor may Transfer transfer such Shares shares only pursuant to and in accordance with the following provisions of this Section 3.2:2.2 (any Investor receiving an Offer to Purchase being referred to in this Section 2.2 as the "Transferor"): (a) Such Transferring Stockholder The Transferor shall cause the Transaction Offer and all of the terms thereof to Purchase to be reduced to writing and shall notify each of the other Investors, other than those Investors that are members of the Investor Group in which the Transferor is a member (or deemed to be a member as provided in this Agreement) (the party or parties receiving such notice being referred to as the "Right Holders") in writing of his wish its desire to accept the Transaction Offer to Purchase and otherwise comply with the applicable provisions of this Section 3.2 (such notice, the "Offer Notice")Article II. The Transferring StockholderTransferor's Offer Notice notice shall constitute an irrevocable offer to sell (the "Offer to Sell") such shares to the Investor Right Holders on the basis described below at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer (except to the extent the provisions of this Section 3.2 apply)Purchase. The notice shall be accompanied by a true copy of the Transaction Offer to Purchase (which shall identify the Offeror and all relevant information in connection therewith). (b) Subject At any time within 45 days after the date of the giving of notice pursuant to the provisions of Section 3.2(c2.2(a) below, each Investor shall have the right (the "Notice Period"), the Right of Last Refusal") to offer to purchase up to that number of Shares covered by the Transaction Offer as shall be equal to the product obtained by multiplying (i) the total number of Shares Holders may, subject to the Transaction terms hereof, choose to accept the Offer to Sell with respect to all or a portion of the shares covered thereby by giving written notice to the Transferor as follows: all Right Holders that are members of an Investor Group, if applicable, shall, collectively, indicate the maximum number of shares that members of such Investor Group wish to purchase including such number of shares that such Investor Group would purchase if the Right Holders of any other Investor Group do not in the aggregate elect to purchase such Investor Group's Pro Rata Share (ii) a fractionas defined below). If the members of each Investor Group which are Right Holders choose to accept such Offer to Sell in amounts greater than each such Investor Group's Pro Rata Share, the numerator number of shares for which is the Offer to Sell may be accepted by the members of each such Investor Group shall equal each such Investor Group's Pro Rata Share. If the members of each Investor Group which are Right Holders choose to accept such Offer to Sell in amounts equal to each such Investor Group's Pro Rata Share, the number of shares for which the Offer to Sell may be accepted by the members of each such Investor Group shall equal each such Investor Group's Pro Rata Share. If the members of each Investor Group which are Right Holders choose to accept such Offer to Sell in amounts less than each such Investor Group's Pro Rata Share, the number of shares for which the Offer to Sell may be accepted by the members of each such Investor Group shall equal the amounts so accepted by the members of each such Investor Group. If the members of one or more Investor Groups which are Right Holders choose to accept such Offer to Sell in amounts greater than its or their Pro Rata Share and the members of one or more Investor Groups choose to accept such Offer to Sell in amounts less than its Pro Rata Share, the members of the Investor Group(s) choosing to so accept in excess of its (their) Pro Rata Share may accept those shares not accepted by the other Investor Group(s), with allocation within each such accepting Investor Group based upon the relative holdings of each such accepting Investor Group. An "Investor Group's Pro Rata Share" shall equal the number of shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) then held by the Right Holders that are members of such Investor Group, divided by the total number of shares of Common Stock owned by such Investor on the date of the Offer Notice on an as converted basis (including for this purpose any shares of Common Stock that may be received issuable upon conversion of any Preferred Stock)) then held by the members of all Investor Groups which are Right Holders. Notwithstanding anything contained herein to the contrary, and unless otherwise agreed to by all of the denominator members of which is an Investor Group, each member of an Investor Group shall be entitled to its proportionate share of such Investor Group's Pro Rata Share, based upon the total number of Shares shares of Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock, ) then held by each such member relative to the number of shares of such Common Stock (including shares of Common Stock issuable upon conversion of Preferred Stock) then held by all Investors on the date such members, and members of the Offer Notice on an as converted basis as provided above, subject to increase as hereinafter provided. The number of Shares that each Investor is entitled to purchase under this Section 3.2 shall be referred to as its "Pro Rata Fraction". Each Investor Group shall have the first right to transfer its right to any Pro Rata Fraction or part thereof with respect to any proposed Transaction Offer to any transferee. In the event an Investor does not wish to purchase or to transfer its right to purchase its Pro Rata Fraction, then any Investors who so elect shall have the right to offer to purchase, on a pro rata basis with any other Investors who so elect, any Pro Rata Fraction not purchased by an Investor or its transferee. Each Investor shall have the right to accept the Transaction Offer by giving notice of such acceptance to the Transferring Stockholder as provided in Section 6.4 within fifteen (15) days after receipt of the Offer Notice, which notice shall indicate the maximum number of Shares subject thereto which the Investor and its transferee(s) are willing to purchase in the event fewer than all Investors elect to purchase their Pro Rata Fractions; provided that shares allocable to such Investor Group in connection with any offer to sell in lieu of any member of any other Investor Group. (c) If shares covered by any Offer are purchased pursuant to Section 2.2(b), such purchase shall be (i) at the Investors same price and on the same terms and conditions as a group may not exercise the Right of Last Refusal with respect to fewer than all of the Shares which are subject to the Transaction Offer. In the event that the price set forth in the Offer Notice to Purchase if the Offer to Purchase is stated in for cash and/or notes or (ii) if the Offer to Purchase includes any consideration other than cash or and notes, then at the equivalent all cash equivalents, the Board of Directors of the Company with the agreement of the TA Associates, Inc. as representative of the Investors may determine the fair market value of price for such consideration, other consideration determined reasonably and in good faith, and shall deliver written notice (the "FMV Notice") to the Transferring Stockholder of such determination not more than fifteen (15) days after receipt of the Transaction Offer. If the Transferring Stockholder does not object to such determination within five (5) days of receipt of the FMV Notice, the Investors may exercise. their Right of Last Refusal by payment of such fair market value in cash or cash equivalents. In the event that the Transferring Stockholder objects to the fair market value determined by TA Associates, the Transferring Stockholder and TA Associates shall negotiate in good faith for a period of ten (10) days to determine a mutually acceptable fair market value for such consideration. If after such ten days, TA Associates and the Transferring Stockholder have not reached agreement as to the fair market value of such consideration, the matter shall be referred to a nationally-recognized accounting firm (the "Accountants") for final determination of the fair market value of such consideration (the "Accountants Determination"), and the Accountants shall make the Accountant Determination not more than fifteen (15) days after receipt of such matter. The Accountant's Determination shall be binding on the Investors and the Transferring Stockholder and shall not be subject to dispute or review. For a period of fifteen (15) days following delivery of the Accountant's Determination, the Investors may exercise their Right of Last Refusal by payment in cash or cash equivalents of the fair market value so determined. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of Last Refusal without acceptance thereof or any rejection of the Right of Last Refusal. Upon the expiration of thirty (30) days following later to occur of (i) receipt of the Offer Notice by all Investors and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors, the number of Shares to be purchased by each Investor and transferee shall be determined as follows: (x) there shall first be allocated to each Investor and transferee electing to purchase a number of Shares equal to the lesser of (A) the number of Shares as to which such Investor accepted the Transaction Offer or (B) such Investor's Pro Rata Fraction, and (y) the balance, if any, not allocated under clause (x) above, shall be allocated to those Investors and transferees who accepted the Transaction Offer as to a number of Shares which exceeded their respective Pro Rata Fractions, in each case on a pro rata basis in proportion to the amount of such excess. The closing for any of the purchase of Shares by the Investors and their transferees hereunder shares subject to an Offer to Sell pursuant to this Section 2.2 shall take place within thirty (30) days after the later to occur of (i) the first thirty (30) day period following the Investors' receipt of the Offer Notice-and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors at the place and on the date specified by two-thirds-in-interest of the Investors. (c) In the event that the Investors do not elect to exercise the Right of Last Refusal with respect to all of the Shares proposed to be sold, the Investors shall not be entitled to purchase any such Shares and the Transferring Stockholder may sell all such Shares proposed to be sold to the Offeror on the terms and conditions set forth in the Offer Notice. If the Transferring Stockholder's transfer to an Offeror is not consummated in accordance with the terms of the Transaction Offer on or before the day which is ninety (90) 15 days after the expiration of the Notice Period, or upon satisfaction of any governmental approval requirements, if later, by delivery by the respective Right of Last Refusal, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be deemed to be in violation Holders of the provisions purchase price for the shares being purchased as provided above to the Transferor against delivery of this Agreement unless the Investors are once again afforded certificates representing the Right of Last Refusal provided shares so purchased, appropriately endorsed for herein with respect to transfer by such Transaction OfferTransferor.

Right of Last Refusal. In the event that any of the Continuing Stockholders, including any of their Permitted Transferees, Shareholder receives a bona fide offer to purchase all or any portion of the Shares held by such person (a "Transaction Offer") from an Independent Third Party a third party (the "Offeror"), such Continuing Stockholder or Permitted Transferee Shareholder (a "Transferring StockholderShareholder") may may, subject to the provisions of Section 5.3 hereof, Transfer such Shares pursuant to and in accordance with the following provisions of this Section 3.25.2: (a) Such Transferring Stockholder Shareholder shall cause the Transaction Offer and all of the material terms thereof to be reduced to writing and shall notify each Investor of the Owners and the Company of his or its wish to accept the Transaction Offer and otherwise comply with the provisions of this Section 3.2 5.2 and, if applicable, Section 5.3 (such notice, the "Offer Notice"). The Transferring StockholderShareholder's Offer Notice shall constitute an irrevocable offer to sell such shares Shares to the Investor Owners and, if and to the extent the Owners do not elect to purchase all of such Shares, the Company, on the basis described below at a purchase price equal to the price contained in, and on the same terms and conditions of, the Transaction Offer (except to the extent the provisions of this Section 3.2 apply)Offer. The notice Offer Notice shall be accompanied by a true copy of the Transaction Offer (if it was submitted to the Transferring Shareholder in writing), which shall identify the Offeror and all relevant material information in connection therewith). (b) Subject Upon the deemed receipt of an Offer Notice, the Owners may elect to accept the offer to sell with respect to any or all of the Shares subject thereto as set forth herein and shall give written notice of such election to the provisions Transferring Shareholder as provided below. In the case of Section 3.2(c) belowa purchase by the Owners, each Investor Owner shall have the right (the "Right of Last Refusal") to offer to purchase up to that number of Shares covered by the Transaction Offer as shall be equal to the product obtained by multiplying (i) the total number of Shares subject to the Transaction Offer by (ii) a fraction, the numerator of which is the total number of shares of Common Stock of the Company owned by such Investor Owner on the date of the Offer Notice on an as converted basis (including for this purpose any shares of Common Stock that may be received upon conversion of any Preferred Stock)Notice, and the denominator of which is the total number of Shares shares of Common Stock, Stock of the Company then held by all Investors Owners (calculated on a fully-diluted basis) on the date of the Offer Notice on an as converted basis as provided aboveNotice, subject to increase as hereinafter provided. The number of Shares shares that each Investor is Owner shall be entitled to purchase under this Section 3.2 5.2 as provided in the immediately preceding sentence shall be referred to as its "Pro Rata Fraction". Each Investor shall have the right to transfer its right to any Pro Rata Fraction or part thereof with respect to any proposed Transaction Offer to any transferee. Portion." In the event an Investor Owner does not wish to purchase or to transfer its right to purchase its full Pro Rata FractionPortion, then any Investors Owner who so elect elects shall have the right to offer to purchase, on a pro rata basis with any other Investors Owner who so electelects, any Pro Rata Fraction Portion not purchased by an Investor or its transfereesuch Owner. Each Investor Owner shall have the right to accept the Transaction Offer by giving notice of such acceptance acceptance, indicating as to how many Shares of such Owner's Pro Rata Portion the Owner elects to accept the Transaction Offer, to the Transferring Stockholder Shareholder as provided in Section 6.4 herein within fifteen (15) days after receipt of the Offer NoticeNotice is deemed received, which notice shall also indicate the maximum number of Shares subject thereto which the Investor Owner and its transferee(s) are willing to purchase in the event fewer than all Investors Owners elect to purchase their full Pro Rata FractionsPortions; provided that the Investors Owners as a group may not elect to exercise the Right right of Last Refusal last refusal under Section 5.2 with respect to fewer than all of the Shares which are subject to the Transaction Offer. The Company may elect to purchase any or all of the Shares subject to the Transaction Offer which the Owners do not elect to purchase, on the same basis and terms as are provided herein with respect to the Owners, by giving notice to the Transferring Shareholder (with a copy to the Owners) during the ten (10) day period after receipt by the Company of notice from the Transferring Shareholder indicating the number of such Shares available for purchase by the Company. Following receipt of such notice from the Company (or the lapse of such ten (10) day period), the Transferring Shareholder shall notify the Owners (the "Owners' Final Notice") of the number of Shares subject to the Transaction Offer which the Owners and the Company did not elect to purchase. In the event that the price set forth in the Offer Notice is stated in consideration other than cash or cash equivalents, the Board of Directors Transferring Shareholder, a Two Thirds Interest of the Owners and, if applicable, the Company with the agreement of the TA Associates, Inc. as representative of the Investors may shall determine the fair market value of such consideration, reasonably and in good faith, and shall deliver written notice (the "FMV Notice") Owners and the Company may exercise their right to the Transferring Stockholder of such determination not more than fifteen (15) days after receipt of the Transaction Offer. If the Transferring Stockholder does not object to such determination within five (5) days of receipt of the FMV Notice, the Investors may exercise. their Right of Last Refusal purchase under this Section 5.2 by payment of such fair market value in cash or cash equivalents. In the event that the Transferring Stockholder objects to the fair market value determined by TA Associates, the Transferring Stockholder and TA Associates shall negotiate in good faith for a period of ten (10) days to determine a mutually acceptable fair market value for such consideration. If after such ten days, TA Associates and the Transferring Stockholder have not reached agreement as to the fair market value of such consideration, the matter shall be referred to a nationally-recognized accounting firm (the "Accountants") for final determination of the fair market value of such consideration (the "Accountants Determination"), and the Accountants shall make the Accountant Determination not more than fifteen (15) days after receipt of such matter. The Accountant's Determination shall be binding on the Investors and the Transferring Stockholder and shall not be subject to dispute or review. For a period of fifteen (15) days following delivery of the Accountant's Determination, the Investors may exercise their Right of Last Refusal by payment in cash or cash equivalents of the fair market value so determined. The Transferring Stockholder shall notify the Investors promptly following any lapse of the Right of Last Refusal without acceptance thereof or any rejection of the Right of Last Refusal. Upon the expiration of thirty (30) days following later to occur of (i) receipt of the Offer Notice by all Investors and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors, the number of Shares to be purchased by each Investor Owner (and transferee if applicable by the Company) shall be determined as follows: (x) first, there shall first be allocated to each Investor and transferee Owner electing to purchase a number of Shares equal to the lesser of (A) the number of Shares as to which such Investor Owner or transferee accepted the Transaction Offer or (B) such InvestorOwner's Pro Rata Fraction, and Portion (y) second, the balance, if any, not allocated under clause (x) above, shall be allocated to those Investors and transferees Owners who accepted the Transaction Offer as to a number of Shares which exceeded their respective Pro Rata FractionsPortions, in each case on a pro rata basis in proportion to the amount of such excess, and (z) third, the balance, if any, not allocated under clause (x) or (y) above shall be allocated to the Company if and to the extent it has elected to purchase. The closing for any purchase of Shares by the Investors and their transferees hereunder Owners or the Company under this Section 5.2 shall take place within thirty (30) days after the later to occur expiration of (i) the first thirty fifteen (3015) day period following the Investors' date of the Company's deemed receipt of the Offer Notice-and (ii) delivery of the Accountant's Determination to the Transferring Stockholder and to TA Associates, as representation of the Investors Notice at the place and on the date reasonably specified by two-thirds-in-interest a Two Thirds Interest of the InvestorsOwners (as to purchases by the Owners ) or the Company (as to purchases by the Company). (c) In the event that the Investors Owners and the Company do not elect to exercise the Right of Last Refusal rights to purchase under Section 5.2 with respect to all of the Shares proposed to be sold, the Investors shall not be entitled to purchase any such Shares and the Transferring Stockholder Shareholder may sell all such of the Shares proposed to be sold not so purchased to the Offeror on the terms and conditions set forth in the Offer Notice, subject to the provisions of Section 5.3. If the Transferring StockholderShareholder's transfer sale to an Offeror is not consummated in accordance with the terms of the Transaction Offer on or before within the day which is later of (i) one hundred twenty (120) days after the expiration of the right of last refusal under this Section 5.2 and the Co-Sale Option set forth in Section 5.3 below, if applicable, (ii) ninety (90) days after the expiration later of the Right closings (if any) of Last Refusalthe purchase of the Shares by the Owners and the Company in accordance with Section 5.2(b) above, and (iii) thirty (30) days after the satisfaction of all governmental approval or filing requirements, the Transaction Offer shall be deemed to lapse, and any Transfers of Shares pursuant to such Transaction Offer shall be deemed to be in violation of the provisions of this Agreement unless the Investors Owners and the Company are once again afforded the Right right of Last Refusal last refusal provided for herein with respect to such Transaction Offer.