Common use of Non-Exercise of Rights Clause in Contracts

Non-Exercise of Rights. Completion of the Transfer of the Offered Ordinary Shares to the third party transferee(s) set forth in the First Transfer Notice (and if applicable, the Purchasing Shareholders) shall occur no later than the later of (i) thirty (30) days after the receipt of the Second Transfer Notice or (ii) the determination of the value of the shares by an independent appraiser pursuant to Sections 4.2(d)(iii) and 4.2(d)(iv). If no RFR Shareholder elects to exercise the right of first refusal, all but not less than all Offered Ordinary Shares may be transferred in accordance with the First Transfer Notice. The Selling Shareholder shall procure, as a condition of the effectiveness of the Transfer of the Offered Ordinary Shares, that the third party transferee(s) assume the obligations of the Selling Shareholder under this Agreement by executing and delivering to the Company an Adherence Agreement substantially in the form attached hereto as Schedule A. Unless written consent of each RFR Shareholder is obtained, if such Transfer is not completed within the time period prescribed in this Section 4.3, or if any proposed terms or conditions with respect to the Transfer of the Offered Shares become more favorable to the proposed purchaser than those set forth in the First Transfer Notice, then such proposed Transfer shall again be subject to the right of first refusal, and the procedures in connection therewith, set forth in Section 4.2.