Common use of Exercise of Right of First Offer Clause in Contracts

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of the New Equity Securities Securities, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 4.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any all or all a portion of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such number of New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 5 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 5.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to the Sponsor pursuant to this paragraph 13 14 within the forty-five (45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor in accordance with this paragraph 1314.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such number of New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 4.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have have, until the end of the ROFO Notice Period Period, the right (but not the obligation) to offer to purchase any all or all a portion of its pro rata portion of the New Equity Securities Securities, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such number of New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Offered Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating the amount of Offered Securities that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of New Equity the Offered Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 1, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity the Offered Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 1 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity the Offered Securities within such period, the rights provided hereunder shall be deemed to be revived and such New Equity the Offered Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 1.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Offer Notice, the Sponsor Holder shall have until the end of the ROFO Notice Period to offer elect to purchase any or all of enter into the New Equity Securities Forward Notes Refinancing by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities enter into the Forward Notes Refinancing on the exact terms specified in the Offering Offer Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor Holder does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Holder shall be deemed to have waived all of the Sponsor’s its rights to purchase such number of New Equity Securities that it declined to purchaseparticipate in the Forward Notes Refinancing under this Section 7, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to may, during the Sponsor pursuant to this paragraph 13 within the forty-five thirty (4530) day period thereafter following the expiration of the ROFO Notice Period (and with respect to an agreement to sellthe “Waived ROFO Period”), consummate such sale at any time thereafter) at a price not the Forward Notes Refinancing with an independent third party on material terms and conditions no more favorable to the independent third party than those set forth in the Offering Offer Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities consummate the Forward Notes Refinancing within such periodthe Waived ROFO Transfer Period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities the Forward Notes Refinancing shall not be offered to any third party person unless first re-offered to the Sponsor Holder in accordance with this paragraph 13Section 7. A waiver of one Forward Notes Refinancing will not constitute a waiver on any other future Forward Notes Refinancing.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of the New Equity Securities Securities, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 5, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 5 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be automatically revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 5.

Exercise of Right of First Offer. (iA) Upon receipt of the Offering Notice, the Sponsor Subscriber shall have until the end of the ROFO Notice Period to accept the Company’s offer to purchase any or all of the New Equity Securities ROFO Amount by delivering a written notice (a “ROFO Offer Acceptance Notice”) to the Company stating that it offers accepts the Company’s offer to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Acceptance Notice so delivered shall be binding upon delivery and irrevocable by the SponsorSubscriber. (iiB) If the Sponsor Subscriber does not deliver a ROFO Offer Acceptance Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Subscriber shall be deemed to have waived all of the SponsorSubscriber’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchase, and the Offering Notice under this Section 5(i). The Company shall thereafter be free to sell or enter into an agreement to sell such number of the Subscriber’s ROFO Amount and/or any New Equity Securities to any third party without any further obligation to the Sponsor Subscriber pursuant to this paragraph 13 Section 5(i) within the forty-five (45) day period thereafter (on terms and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price conditions not materially more favorable as a whole to the third party than those set forth in the any Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Subscriber’s ROFO Amount of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such any New Equity Securities shall not be offered to Subscriber and any third party unless first re-offered to the Sponsor Subscriber in accordance with this paragraph 13Section 5(i).

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of the New Equity Securities Securities, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 4.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have have, until the end of the ROFO Notice Period Period, the right (but not obligation) to offer to purchase any all or all a portion of the $[·] of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s $[·] portion of such number of New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s $[·] portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 4.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of the Purchaser’s New Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 4.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have have, until the end of the ROFO Notice Period Period, the right (but not obligation) to offer to purchase any all or all a portion of the $[·] of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 5, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s $[·] portion of such number of New Equity Securities to any third party without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 5 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s $[·] portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 5.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the Sponsor. (ii) If the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering NoticeNotice (such third parties, “Third Party Purchasers”). If the Company does not sell or enter into an agreement to sell such number of New Equity Securities to any Third Party Purchasers within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered to any third party Third Party Purchasers unless first re-offered to the Sponsor in accordance with this paragraph 13. (iii) To the extent that information about the Target or the Business Combination materially different from the information in the Marketing Materials is provided to any Third Party Purchasers pursuant to paragraph 13(b)(ii) above, the Company shall promptly deliver revised Marketing Materials to the Sponsor. Upon delivery of such revised Marketing Materials, the Sponsor shall have a renewed three (3) business day ROFO Notice Period in accordance with this paragraph 13.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all (but not less than all) of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPS Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such number of New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section 5 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section 5.

Exercise of Right of First Offer. (i) i. Upon receipt of the Offering Notice, the Sponsor Prospective Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any or all of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorProspective Purchaser. (ii) . If the Sponsor Prospective Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity Securities, the Sponsor Prospective Purchaser shall be deemed to have waived all of the SponsorProspective Purchaser’s rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation to the Sponsor Prospective Purchaser pursuant to this paragraph 13 12 within the forty-five (45) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived revoked and such New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Prospective Purchaser in accordance with this paragraph 1312.

Exercise of Right of First Offer. (i) Upon receipt of the Offering Notice, the Sponsor Purchaser shall have until the end of the ROFO Notice Period to offer to purchase any all or all a portion of its pro rata share of the New Equity Securities Securities, based on the number of Forward Purchase Shares the Purchaser has agreed to purchase hereunder out of the total number of Class A Shares that the Purchaser and other Forward Contract Parties have agreed to purchase at the FPU Closing, by delivering a written notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable by the SponsorPurchaser. (ii) If the Sponsor Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer to purchase some but not all of the New Equity SecuritiesPeriod, the Sponsor Purchaser shall be deemed to have waived all of the SponsorPurchaser’s rights to purchase such number of the New Equity Securities that it declined offered pursuant to purchasethe Offering Notice under this Section 4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of such number of New Equity Securities to any third party (including any Forward Contract Parties) without any further obligation to the Sponsor Purchaser pursuant to this paragraph 13 Section ‎4 within the forty-five ninety (4590) day period thereafter (and with respect to an agreement to sell, consummate such sale at any time thereafter) at a price on terms and conditions not more favorable to the third party than those set forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number the Purchaser’s pro rata portion of the New Equity Securities within such period, the rights provided hereunder shall be deemed to be revived and such the New Equity Securities shall not be offered to any third party unless first re-offered to the Sponsor Purchaser in accordance with this paragraph 13Section ‎4.