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

Exercise of the Right of First Offer. If Nova Ponte or its designee exercises the Right of First Offer, it shall acquire the offered Aggregate Trade Shares and pay the Exercise Price on the third NYSE Trading Day immediately following the expiration of the Exercise Period, in cash to an account designated by the relevant Offering Investor and upon Transfer of the offered Aggregate Trade Shares to Nova Ponte or its designee. Failure by Nova Ponte or its designee to pay the Exercise Price when due shall subject Nova Ponte to the payment of interest on such amount in the amount of 1% over the Prime Rate from the due date until the date of payment thereof. The failure by Nova Ponte or its designee to pay the Exercise Price when due to any Offering Investor shall also be deemed as a waiver by Nova Ponte and any designee of their Right of First Offer in relation to the then offered Aggregate Trade Shares and any other Xxxxx Limited Shares held by such Offering Investor, in which event the provisions of this Section 6.03(e) shall no longer apply to the relevant Offering Investor; provided, that any such failure will be deemed cured, and the provisions of Section 6.03(e) shall thereafter apply, if Nova Ponte or its designee pays, no later than five Business Days following the due date, to an account designated by the relevant Offering Investor, an amount in cash equal to the sum of (i)(A) if the relevant Offering Investor has not sold the Aggregate Trade Shares, the Exercise Price, or (B) if the relevant Offering Investor has sold the Aggregate Trade Shares for an aggregate purchase price less than the Exercise Price, the difference between the Exercise Price and such aggregate purchase price, plus (ii) an amount equal to 5% (five percent) of the Exercise Price, and plus (iii) interest on the Exercise Price in the amount of 1% over the Prime Rate from the due date until the date of payment thereof; provided, further, that if Nova Ponte or its designee fails to cure any such failure in the manner provided in this Agreement more than two times, Nova Ponte shall forfeit its Right of First Offer rights contained in Section 6.03(e) with respect to all Xxxxx Limited Shares held by the Investors. In the event of a payment under the foregoing clause (i)(A), the Offering Investor shall deliver the Aggregate Trade Shares to Nova Ponte or its designee as soon as reasonably practicable after such payment but in no event later than three (3) NYSE Trading Days following the date thereof.

Exercise of the Right of First Offer. If Nova Ponte or its designee exercises the Right of First Offer, it shall acquire the offered Aggregate Trade Shares and pay the Exercise Price on the third NYSE Trading Day immediately following the expiration of the Exercise Period, in cash to an account designated by the relevant Offering Investor and upon Transfer of the offered Aggregate Trade Shares to Nova Ponte or its designee. Failure by Nova Ponte or its designee to pay the Exercise Price when due shall subject Nova Ponte to the payment of interest on such amount in the amount of 1% over the Prime Rate from the due date until the date of payment thereof. The failure by Nova Ponte or its designee to pay the Exercise Price when due to any Offering Investor shall also be deemed as a waiver by Nova Ponte and any designee of their Right of First Offer in relation to the then offered Aggregate Trade Shares and any other Xxxxx Limited Shares held by such Offering Investor, in which event the provisions of this Section 6.03(e) shall no longer apply to the relevant Offering Investor; provided, that any such failure will be deemed cured, and the provisions of Section 6.03(e) shall thereafter apply, if Nova Ponte or its designee pays, no later than five Business Days following the due date, to an account designated by the relevant Offering Investor, an amount in cash equal to the sum of (i)(A) if the relevant Offering Investor has not sold the Aggregate Trade Shares, the Exercise Price, or (B) if the relevant Offering Investor has sold the Aggregate Trade Shares for an aggregate purchase price less than the Exercise Price, the difference between the Exercise Price and such aggregate purchase price, plus (ii) an amount equal to 5% (five percent) of the Exercise Price, and plus (iii) interest on the Exercise Price in the amount of 1% over the Prime Rate from the due date until the date of payment thereof; provided, further, that if Nova Ponte or its designee fails to cure any such failure in the manner provided in this Agreement more than two times, Nova Ponte shall forfeit its Right of First Offer rights contained in Section 6.03(e) with respect to all Xxxxx Limited Shares held by the Investors. In the event of a payment under the foregoing clause (i)(A), the Offering Investor shall deliver the Aggregate Trade Shares to Nova Ponte or its designee as soon as reasonably practicable after such payment but in no event later than three (3) NYSE Trading Days following the date thereof.

Exercise of the Right of First Offer. If Nova Ponte or its designee exercises the Right of First Offer, it shall acquire the offered Aggregate Trade Shares and pay the Exercise Price on the third NYSE Trading Day immediately following the expiration of the Exercise Period, in cash to an account designated by the relevant Offering Investor and upon Transfer of the offered Aggregate Trade Shares to Nova Ponte or its designee. Failure by Nova Ponte or its designee to pay the Exercise Price when due shall subject Nova Ponte to the payment of interest on such amount in the amount of 1% over the Prime Rate from the due date until the date of payment thereof. The failure by Nova Ponte or its designee to pay the Exercise Price when due to any Offering the Investor shall also be deemed as a waiver by Nova Ponte and any designee of their Right of First Offer in relation to the then offered Aggregate Trade Shares and any other Xxxxx Limited Shares held by such Offering the Investor, in which event the provisions of this Section 6.03(e) shall no longer apply to the relevant Offering Investor; provided, that any such failure will be deemed cured, and the provisions of Section 6.03(e) shall thereafter apply, if Nova Ponte or its designee pays, no later than five Business Days following the due date, to an account designated by the relevant Offering Investor, an amount in cash equal to the sum of (i)(A) if the relevant Offering Investor has not sold the Aggregate Trade Shares, the Exercise Price, or (B) if the relevant Offering Investor has sold the Aggregate Trade Shares for an aggregate purchase price less than the Exercise Price, the difference between the Exercise Price and such aggregate purchase price, plus (ii) an amount equal to 5% (five percent) of the Exercise Price, and plus (iii) interest on the Exercise Price in the amount of 1% over the Prime Rate from the due date until the date of payment thereof; provided, further, that if Nova Ponte or its designee fails to cure any such failure in the manner provided in this Agreement more than two times, Nova Ponte shall forfeit its Right of First Offer rights contained in Section 6.03(e) with respect to all Xxxxx Limited Shares held by the Investors. In the event of a payment under the foregoing clause (i)(A), the Offering Investor shall deliver the Aggregate Trade Shares to Nova Ponte or its designee as soon as reasonably practicable after such payment but in no event later than three (3) NYSE Trading Days following the date thereof.