Following service of the Third Party. All-Share Sale Notice, subject to the consent of the Rights Shareholder as to the transfer of the ROFO Shares to the Qualifying Third Party ROFO Purchaser (such consent not to be unreasonably withheld or delayed) if the Selling Shareholder is proposing to sell its entire 50 per cent. holding of Stapled Interests, the Selling Shareholder may, subject to clause 15.12, transfer all (and not only some) of the ROFO Shares to the Qualifying Third Party ROFO Purchaser at the Aggregate ROFO Share Price or a higher price (but, for the avoidance of doubt, not at a lower price). Any transfer of ROFO Shares to a Qualifying Third Party ROFO Purchaser in accordance with this clause 15.7 shall be: (a) subject to entry into definitive sale documentation with the Qualifying Third Party ROFO Purchaser no later than forty five Business Days from the service of a No-Share ROFO Response Notice by the Rights Shareholder (in accordance with clause 15.5(a)) or the expiry of the ROFO Offer Period (in accordance with clause 15.5(c)) (as applicable), whichever is the earlier; and (b) completed by no later than twelve months from receipt of the earlier of the No-Share ROFO Response Notice by the Rights Shareholder or the expiry of the ROFO Offer Period. The Selling Shareholder shall use its reasonable endeavours to procure that any and all regulatory approvals necessary for completion of the sale of the ROFO Shares under this paragraph 15.7 are obtained as soon as is reasonably practicable and in any case within the time period set out in this clause 15.7 provided that, for the avoidance of doubt, the Selling Shareholder shall use its reasonable endeavours to procure the filing of any applicable notifications and submissions with relevant regulatory authorities associated with any regulatory approvals as soon as is reasonably practicable and, to the extent necessary, the Rights Shareholder shall not be required to accept any undertakings or agree to any conditions to obtain any necessary regulatory approvals if it regards such undertakings or conditions as unreasonable.
