Common use of ROFO Clause in Contracts

ROFO. (A) At any time:, (1) if Seller proposes to sell the Facility to an unaffiliated third party, Seller shall first offer to sell the Facility to Company via notice to Company, (2) if Seller’s parent proposes to sell a majority of the equity interests in Seller to an unaffiliated third party, Seller shall cause its parent first to offer to sell such equity interests to Company via notice to Company, and (3) if Seller’s parent owns no assets other than its equity interests in Seller and the parent of Seller’s parent proposes to sell a majority of the equity interests in Seller’s parent to an unaffiliated third party, Seller shall cause its parent’s parent first to offer to sell such equity interests to Company via notice to Company (in each case, a “ROFO Notice”). Any ROFO Notice shall describe the proposed transaction, including the minimum price, status of title to the Site, liabilities to be assumed and other terms which Seller or its relevant parent (as applicable) is willing to accept to proceed with the contemplated transaction. The contents of a ROFO Notice shall be deemed Confidential Information for purposes of Section 20.19 below. (B) Following issuance of a ROFO Notice, Seller shall allow Company one hundred twenty (120) Days to investigate the proposed transaction and conduct due diligence. Due diligence shall include such physical inspections, surveys and operating tests of the Facility and the Site, such reviews of Seller’s contracts, books and records, and interviews of such personnel, as Company may reasonably request. All information obtained by Company from such investigations shall be deemed Confidential Information subject to Section 20.19 below. Within such one hundred twenty (120) Day period, Company may elect to purchase the Facility or the relevant equity interests (as applicable) on substantially the same terms as set forth in the ROFO Notice. If Company fails to notify Seller of Company’s election within such one hundred twenty (120) Day period, Company shall be deemed to have rejected the transaction. (C) If Company elects to purchase the Facility or the specified equity interests (as applicable), the Parties shall negotiate and execute a definitive contract for the transaction (a “PSA”). The PSA shall include the price and other terms set forth in the ROFO Notice and such other terms as are set forth in Exhibit P – PSA Provisions. In the event that the Parties cannot agree on the final form of PSA, (i) the issue shall be submitted to “baseball” arbitration in Oklahoma City, Oklahoma before one arbitrator appointed by the Arbitration Service, i.e. each Party shall submit to the arbitrator a form of proposed PSA, and the arbitrator shall be required to select one of the two forms to be used as the PSA in the transaction, without compromise, as the arbitral award, (ii) the period for closing of the transaction shall be extended for the period required to complete arbitration, and (iii) the Party whose form PSA is rejected shall pay the fees and costs of the Arbitration Service. (D) If Company rejects the transaction described in a ROFO Notice, Seller shall have the right to sell the Facility (or Seller’s relevant parent shall have the right to sell the specified equity interests, as applicable) on terms not more favorable to Seller or its parent than the terms set forth in the ROFO Notice, at any time within the twelve-month period following issuance of the ROFO Notice. If Seller or its relevant parent fails to close a transaction on such terms within such twelve (12) month period, any sale of the Facility or equity interests in Seller shall again be subject to this Section 19.3. (E) This Section 19.3 shall be specifically enforceable by Company, without bond and without the need to prove irreparable harm. (F) Seller shall cooperate in all respects reasonably necessary for Company to exercise its ROFO rights, and shall operate the Facility in the ordinary course of business following the date of issuance of a ROFO Notice.

ROFO. (Aa) At any timeIf:, (1i) if Seller a Shareholder or its Affiliates proposes to sell the Facility to an unaffiliated third partyTransfer, Seller shall first offer to sell the Facility to Company via notice to Company,directly or indirectly, any Securities; or (2ii) if Seller’s parent proposes Pantheon or its Affiliates propose to sell a majority of Transfer, directly or indirectly, any Securities (including any direct or indirect governance rights with respect the equity interests in Seller Group) to an unaffiliated third party, Seller shall cause its parent first to offer to sell such equity interests to Company via notice to Company, and (3) if Seller’s parent owns no assets any person other than Equitix or its equity interests in Seller and the parent of Seller’s parent proposes to sell a majority of the equity interests in Seller’s parent to an unaffiliated third partyAffiliates, Seller shall cause its parent’s parent first to offer to sell such equity interests to Company via notice to Company (in each case, any such Transferee being a “ROFO RoFO Shareholder”) after the Lock-Up Period (other than, to the extent applicable, to a Permitted Transferee pursuant to Clause 5.1(a), Clause 5.1(b)(i), Clause 5.1(b)(ii) or Clause 5.1(c) or pursuant to a joint sale process in accordance with Clause 5.2), it shall (and the Equitix Investor shall procure that Pantheon and its Affiliates shall), prior to making any such Transfer of Securities, furnish a written notice of such proposed Transfer of Securities (a “RoFO Shareholder Notice”). Any ROFO Notice shall describe the proposed transaction, including the minimum price, status of title ) to the Site, liabilities to be assumed and other terms which Seller or its relevant parent Shareholder (as applicable) is willing to accept to proceed with the contemplated transaction. The contents of a ROFO Notice shall be deemed Confidential Information for purposes of Section 20.19 below“RoFO Shareholder Offeree”). (Bb) Following issuance of a ROFO Notice, Seller The RoFO Shareholder Notice shall allow Company one hundred twenty (120) Days to investigate the proposed transaction and conduct due diligence. Due diligence shall include such physical inspections, surveys and operating tests of the Facility and the Site, such reviews of Seller’s contracts, books and records, and interviews of such personnel, as Company may reasonably request. All information obtained by Company from such investigations shall be deemed Confidential Information subject to Section 20.19 below. Within such one hundred twenty (120) Day period, Company may elect to purchase the Facility or the relevant equity interests (as applicable) on substantially the same terms as set forth in the ROFO Notice. If Company fails to notify Seller of Company’s election within such one hundred twenty (120) Day period, Company shall be deemed to have rejected the transaction. (C) If Company elects to purchase the Facility or the specified equity interests (as applicable), the Parties shall negotiate and execute a definitive contract for the transaction (a “PSA”). The PSA shall include the price and other terms set forth in the ROFO Notice and such other terms as are set forth in Exhibit P – PSA Provisions. In the event that the Parties cannot agree on the final form of PSA, include: (i) the issue shall number of Securities (or if an indirect Transfer, the number and full description of the securities) proposed to be submitted to “baseball” arbitration in Oklahoma City, Oklahoma before one arbitrator appointed Transferred by the Arbitration Service, i.e. each Party shall submit to RoFO Shareholder (the arbitrator a form of proposed PSA, “RoFO Securities”); and the arbitrator shall be required to select one of the two forms to be used as the PSA in the transaction, without compromise, as the arbitral award, (ii) the period for closing terms of the transaction shall irrevocable offer that may be extended for made by each RoFO Shareholder Offeree to purchase all the period RoFO Securities (which may but is not required to complete arbitration, and (iii) include the Party whose form PSA is rejected shall pay the fees and costs of the Arbitration Serviceconsideration per RoFO Security). (Dc) If Company rejects Within 20 Business Days after the transaction described in a ROFO Noticedate of delivery of the RoFO Shareholder Notice (the “RoFO Shareholder Deadline”), Seller shall have the right RoFO Shareholder Offeree may make an irrevocable offer to sell purchase all the Facility RoFO Securities (or Seller’s relevant parent shall have the right to sell the specified equity interests, as applicable“RoFO Shareholder Offer”) on terms not more favorable to Seller or its parent than the terms set forth in the ROFO RoFO Shareholder Notice by furnishing a written notice which includes the cash amount of consideration per RoFO Security or the formula by which such cash consideration is to be determined (the “First Shareholder Offer Notice”) to the RoFO Shareholder of such offer (such Shareholder delivering such notice, at any time within the twelve-month period following issuance of the ROFO Noticea “RoFO Shareholder Purchaser”). If Seller or a RoFO Shareholder Offeree has not furnished a First Shareholder Offer Notice that complies with the above requirements, including the applicable time periods, it shall be deemed to have waived all its relevant parent fails rights to close a transaction on purchase such terms within RoFO Securities under such twelve (12) month period, any sale of the Facility or equity interests in Seller shall again be subject to this Section 19.3RoFO Shareholder Offer. (Ed) This Section 19.3 Within 10 Business Days after the end of the RoFO Shareholder Deadline, the RoFO Shareholder shall be specifically enforceable inform the RoFO Shareholder Purchaser by Company, without bond and without written notice whether or not it accepts the need to prove irreparable harmRoFO Shareholder Purchaser’s First Offer Notice. (Fe) Seller Upon the later of: (i) the RoFO Shareholder Deadline; and (ii) the last date on which the RoFO Shareholder informs a RoFO Shareholder Purchaser that it accepts such RoFO Shareholder Purchaser’s First Shareholder Offer Notice, the RoFO Shareholder shall: (iii) subject to receipt of the relevant consideration from the RoFO Shareholder Purchaser, which shall cooperate in all respects be paid within 20 Business Days after the date that is the later of paragraphs (i) and (ii) above (extended by such period as is reasonably necessary for Company to exercise its ROFO rightsobtain any mandatory regulatory, competition or other suspensory clearances) unless otherwise agreed by the RoFO Shareholder and shall operate the Facility RoFO Shareholder Purchaser, transfer the RoFO Securities to the RoFO Shareholder Purchaser; or (iv) where the RoFO Shareholder Offeree does not make a RoFO Shareholder Offer or the RoFO Shareholder Offer is rejected by the RoFO Shareholder, be free to transfer the RoFO Securities to any third party purchaser, subject to Clause 5.4, at a purchase price not less than the highest price offered by any RoFO Shareholder Offeree in the ordinary course of business following RoFO Shareholder Offer rejected by the RoFO Shareholder in accordance with Clause 5.3(d), until the date which is six months (extended by such period is reasonably necessary to obtain any mandatory regulatory, competition or other suspensory clearances) after the date of issuance the RoFO Shareholder Notice. (f) The receipt of consideration by the RoFO Shareholder selling the RoFO Securities in payment for the transfer of such RoFO Securities pursuant to a RoFO Shareholder Offer shall be deemed a warranty by such RoFO Shareholder that: (i) such RoFO Shareholder has full right, title and interest in and to such RoFO Securities; (ii) such RoFO Shareholder has all necessary power and authority and has taken all necessary actions to sell such RoFO Securities as contemplated by the RoFO Shareholder Offer; and (iii) such RoFO Securities are free and clear of any and all liens or encumbrances at the time of transfer. (g) The Parties agree that the terms of this Clause 5.3 do not apply to a Transfer of Shares in the event of a ROFO Noticeforeclosure proceeding or other enforcement proceeding in accordance with Clause 5.1(a)(ii).

ROFO. (A) At Either Shareholder (an “Exiting Shareholder”) may at any time:,time from the fifth anniversary of the date of this agreement serve a written notice (an “Exit Notice”) on the other Shareholder (the “Non-Exiting Shareholder”) notifying the Non-Exiting Shareholder of its intention to sell all of the Shares to a third party (a “Joint Exit”). An Exit Notice may not be served if an IPO Notice or Group Sale Notice has already been served by the other Shareholder and the process following such notice has not lapsed or terminated. (1B) The Exiting Shareholder may only serve an Exit Notice on the Non-Exiting Shareholder if Seller proposes the chief executive officer of the Exiting Shareholder's Ultimate Parent has notified the chief executive officer of the Non-Exiting Shareholder's Ultimate Parent of its intention to sell do so at least 30 calendar days before the Facility date of the Exit Notice. If both Shareholders serve an Exit Notice, the valid Exit Notice for the purposes of this clause 16.1 shall be the Exit Notice sent by the Shareholder whose Ultimate Parent's chief executive officer notified the chief executive officer of the other Shareholder's Ultimate Parent first. If the chief executive officer of the Non-Exiting Shareholder’s Ultimate Parent notifies the chief executive officer of the Exiting Shareholder’s Ultimate Parent that the Non-Exiting Shareholder also wishes to an unaffiliated pursue a sale of the Company, the Shareholders shall discuss in good faith for the remainder of the 30 calendar day period whether they wish to initiate jointly a sale process in respect of all of the Shares to a third party, Seller shall first offer to sell party and the Facility to Company via notice to Company,structure and terms of such sale process. (2C) if Seller’s parent proposes Upon the receipt of an Exit Notice, the Non-Exiting Shareholder may either: (i) subject to sell a majority clause 16.1(D), at any time within four weeks from the date of the equity interests in Seller Exit Notice, serve a written notice on the Exiting Shareholder stating that it wishes to an unaffiliated third party, Seller shall cause its parent first to offer to sell such equity interests to Company via notice to Company, anddefer the Joint Exit (a “Deferral Notice”); or (3ii) if Seller’s parent owns no assets other than its equity interests in Seller and at any time within twelve weeks from the parent of Seller’s parent proposes to sell a majority date of the equity interests in Seller’s parent Exit Notice, serve a written notice on the Exiting Shareholder stating that it wishes to an unaffiliated third party, Seller shall cause its parent’s parent first to offer to sell such equity interests to Company via notice to Company purchase all the Shares (in each case, the “ROFO Shares”) held by the Exiting Shareholder (a “ROFO Notice”). Any The ROFO Notice shall: (a) be irrevocable; (b) state the consideration payable (which shall describe be cash and/or listed shares of the Ultimate Parent of the Non-Exiting Shareholder) for the ROFO Shares, expressed as a fixed pounds sterling amount, and all the other terms (the “ROFO Terms”) on which the ROFO Shares are proposed transactionto be purchased, including which shall not impose any obligation on the minimum price, status Exiting Shareholder apart from the obligations (a) to sell the full and unencumbered ownership of title the ROFO Shares to the SiteNon-Exiting Shareholder together with all rights attaching thereto and (b) to provide standard title, liabilities to be assumed capacity, authority and other terms which Seller or its relevant parent (as applicable) is willing to accept to proceed with the contemplated transaction. The contents of a ROFO Notice shall be deemed Confidential Information for purposes of Section 20.19 below.no insolvency warranties; and (Bc) Following issuance of contain a bona fide offer (the “ROFO Notice, Seller shall allow Company one hundred twenty (120Offer”) Days to investigate from the proposed transaction and conduct due diligence. Due diligence shall include such physical inspections, surveys and operating tests of the Facility and the Site, such reviews of Seller’s contracts, books and records, and interviews of such personnel, as Company may reasonably request. All information obtained by Company from such investigations shall be deemed Confidential Information subject to Section 20.19 below. Within such one hundred twenty (120) Day period, Company may elect Non-Exiting Shareholder to purchase the Facility ROFO Shares from the Exiting Shareholder on the ROFO Terms including to pay the entire fixed consideration on completion of the sale and purchase (whether payment of cash consideration or settlement of any share consideration, which for the relevant equity interests (as applicable) on substantially avoidance of doubt shall be listed upon settlement), provided that completion of the same terms as set forth ROFO Offer may, if so notified in the ROFO Notice. If Company fails to notify Seller , be solely conditional upon, (a) the obtaining of Company’s election within such one hundred twenty any anti-trust approvals or consents (120b) Day periodthe obtaining of any other regulatory approvals and consents and (c) the obtaining of any shareholder and/or third party consents, Company shall be deemed to have rejected in each case, as are mandatorily required by law or regulation in connection with the transaction. proposed acquisition of the ROFO Shares by the Non-Exiting Shareholder and their sale by the Exiting Shareholder (C) If Company elects to purchase the Facility or the specified equity interests (as applicable), the Parties shall negotiate and execute a definitive contract for the transaction (a “PSAROFO Conditions”). The PSA shall include the price and other terms set forth in the ROFO Notice and such other terms as are set forth in Exhibit P – PSA Provisions. In the event that the Parties cannot agree on the final form of PSA, (i) the issue shall be submitted to “baseball” arbitration in Oklahoma City, Oklahoma before one arbitrator appointed by the Arbitration Service, i.e. each Party shall submit to the arbitrator a form of proposed PSA, and the arbitrator shall be required to select one of the two forms to be used as the PSA in the transaction, without compromise, as the arbitral award, (ii) the period for closing of the transaction shall be extended for the period required to complete arbitration, and (iii) the Party whose form PSA is rejected shall pay the fees and costs of the Arbitration Service. (D) If the Non-Exiting Shareholder serves a Deferral Notice on the Exiting Shareholder in accordance with clause 16.1(C)(i) above, the Exiting Shareholder shall terminate the Joint Exit process immediately and neither Shareholder may serve another Exit Notice for a period of six months from the date of the Exit Notice. Each Shareholder has the right to issue only one Deferral Notice for so long as it holds an interest in the Company rejects and may only do so where a Market Conditions Reason has occurred. (E) For the transaction described purposes of this clause 16, the Liberty Global Shareholder and the Telefónica Shareholder agree that: (i) if the Liberty Global Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer, it shall: (a) offer Class C shares (which have the stock code LBTYK as at the date of this agreement); (b) offer a combination of such Class C Shares and Class A Shares (which have the stock code LBTYA as at the date of this agreement), to be offered in proportions equal to the proportion that the value of each such share class (being the relevant total number of shares in issue (excluding shares held in treasury) multiplied by the relevant closing share price) represents of the total aggregate value of the Class C Shares and Class A Shares in issue (excluding shares held in treasury), in each case on the last trading day prior to the date of the ROFO Notice; or (c) offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group, Seller if at the date of the ROFO Notice the Class C shares or Class A Shares no longer exist or the rights attaching to such shares have been varied or other classes of shares have been created and its Ultimate Parent has one or more other classes of listed common or ordinary share not in existence at the date of this agreement; (ii) if the Telefónica Shareholder offers listed shares in its Ultimate Parent as consideration for a ROFO Offer and it has more than one class of listed common or ordinary share, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group; and (iii) if all or part of the consideration for the ROFO Shares comprises shares in the Ultimate Parent of the Non-Exiting Shareholder, such shares shall be valued at the Share VWAP on the date the Exiting Shareholder accepts the ROFO Offer pursuant to clause 16.1(F). (F) The Exiting Shareholder may accept the ROFO Offer contained in the ROFO Notice by providing notice in writing to the Non-Exiting Shareholder within two weeks of the date of the ROFO Notice (failing which, the ROFO Offer will expire). If the Exiting Shareholder accepts the ROFO Offer, each of the Exiting Shareholder and the Non-Exiting Shareholder shall use all reasonable endeavours to execute definitive documents in relation to the sale and purchase of the ROFO Shares (the “ROFO Transaction”) as soon as practicable and in any event within four weeks of the date on which the Exiting Shareholder accepted the ROFO Offer and the Exiting Shareholder and the Non-Exiting Shareholder agree that the ROFO Transaction shall be completed in accordance with clause 18 (Completion of Transfers) on the date which is the later of: (i) 10 Business Days after the date on which all of the ROFO Conditions have been satisfied or waived (in whole or in part) by mutual agreement of the Shareholders; and (ii) 10 Business Days after the date on which the Exiting Shareholder and the Non-Exiting Shareholder executed definitive documents to effect the ROFO Transaction, or on such other date as the Shareholders may agree, provided always that such date shall be no later than the ROFO Completion Deadline, failing which the ROFO Transaction shall terminate automatically. If all or any part of the consideration for the ROFO Shares comprises shares in the Ultimate Parent of the Non-Exiting Shareholder, the Non-Exiting Shareholder may elect to satisfy some or all of the non-cash consideration for the ROFO Shares in cash on completion of such transfer and, if it makes such election, the cash amount due shall be calculated based on the Share VWAP on the date the Exiting Shareholder accepted the ROFO Offer pursuant to this clause 16.1(F). (G) The Shareholders agree that the Non-Exiting Shareholder shall be entitled (subject to applicable law and regulation) to require the Company and its Group to incur additional financial debt for the purposes of financing or refinancing the purchase of the ROFO Shares by the Non-Exiting Shareholder, provided the incurring of such additional financial debt is conditional on completion of the ROFO Transaction. (H) If: (i) the Non-Exiting Shareholder serves neither (i) a Deferral Notice within four weeks from the date of the Exit Notice in accordance with clause 16.1(C)(i), nor (ii) a ROFO Notice within twelve weeks from the date of the Exit Notice in accordance with clause 16.1(C)(ii), on the Exiting Shareholder; (ii) the ROFO Transaction is terminated pursuant to clause 16.1(F); or (iii) the Exiting Shareholder does not accept the ROFO Offer within two weeks of the date of the ROFO Notice in accordance with clause 16.1(F), the Exiting Shareholder shall have the right to sell elect, by giving notice in writing (an “Exit Election Notice”) to the Facility Non-Exiting Shareholder and the Company within one month of (or Seller’s relevant parent shall have x) the right to sell expiry of the specified equity interests, as applicable) on terms not more favorable to Seller or its parent than the terms set forth twelve week period in the ROFO Noticecase of (i), at any time within (y) the twelve-month period following issuance termination of the ROFO Notice. If Seller Transaction in the case of (ii), or its relevant parent fails (z) the lapse of the ROFO Offer in the case of (iii) (as applicable), that it wishes to close pursue: (a) a transaction on such terms within such twelve (12) month period, any sale of all the Facility or equity interests Shares to a third party, in Seller which case the provisions of clause 16.2 shall again apply; or (b) an IPO of the Company, in which case it shall be subject deemed to this Section 19.3have served an IPO Notice and the Exiting Shareholder shall be deemed to be the Initiating Shareholder and the Non-Exiting Shareholder shall be deemed to be the Receiving Shareholder, in each case for the purposes of clause 19 (IPO); or (c) a dual track process of a sale of all the Shares and an IPO of the Company, in which case both clauses 16.1(H)(a) and 16.1(H)(b) shall apply but the Exiting Shareholder shall be entitled to decide which of the two processes will be completed. (EI) This Section 19.3 Each Shareholder shall be specifically enforceable by Company, without bond and without the need to prove irreparable harmact in good faith in compliance with its obligations under this clause 16.1. (FJ) Seller Subject to clause 16.2(Q)(ii), each Shareholder shall cooperate bear its own costs incurred in all respects reasonably necessary for Company to exercise its ROFO rightsconnection with a Joint Exit, and shall operate the Facility in the ordinary course of business following the date of issuance of a ROFO NoticeTransaction and a Drag Sale Offer. The Company shall bear its own costs incurred and the costs incurred by any member of its Group in connection with a Joint Exit, a ROFO Transaction and a Drag Sale Offer.

ROFO. (A) At any time:, (1) time after the Commercial Operation Date, if Seller proposes to sell the Facility to an unaffiliated third party, Seller shall first offer to sell the Facility to Company via notice to Company, (2) , if Seller’s parent proposes to sell a majority of the equity interests in Seller to an unaffiliated third party, Seller shall cause its parent first to offer to sell such equity interests to Company via notice to Company, and (3) and if Seller’s parent owns no assets other than its equity interests in Seller and the parent of Seller’s parent proposes to sell a majority of the equity interests in Seller’s parent to an unaffiliated third party, Seller shall cause its parent’s parent first to offer to sell such equity interests to Company via notice to Company (in each case, a “ROFO Notice”). ) Any ROFO Notice shall describe the proposed transaction, including the minimum price, status of title to the Site, liabilities to be assumed and other terms which Seller or its relevant parent (as applicable) is willing to accept to proceed with the contemplated transaction. The contents of a ROFO Notice shall be deemed Confidential Information for purposes of Section 20.19 below. (B) . Following issuance of a ROFO Notice, Seller shall allow Company one hundred twenty (120) 60 Days to investigate the proposed transaction and conduct due diligence. Due diligence shall include such physical inspections, surveys and operating tests of the Facility and the Site, such reviews of Seller’s contracts, books and records, and interviews of such personnel, as Company may reasonably request. All information obtained by Company from such investigations shall be deemed Confidential Information subject to Section 20.19 below. Within such one hundred twenty (120) 60-Day period, Company may elect to purchase the Facility or the relevant equity interests (as applicable) on substantially the same terms as set forth in the ROFO Notice. If Company fails to notify Seller of Company’s election within such one hundred twenty (120) 60-Day period, Company shall be deemed to have rejected the transaction. (C) . If Company elects to purchase the Facility or the specified equity interests (as applicable), the Parties shall negotiate and execute a definitive contract for the transaction (a “PSA”). The PSA shall include the price and other terms set forth in the ROFO Notice and such other terms as are set forth in Exhibit P R – PSA Provisions. In the event that the Parties cannot agree on the final form of PSA, (i) the issue shall be submitted to “baseball” arbitration in Oklahoma CityDenver, Oklahoma Colorado before one arbitrator appointed by the Arbitration Service, i.e. each Party shall submit to the arbitrator a form of proposed PSA, and the arbitrator shall be required to select one of the two forms to be used as the PSA in the transaction, without compromise, as the arbitral award, (ii) the period for closing of the transaction shall be extended for the period required to complete arbitration, and (iii) the Party whose form PSA is rejected shall pay the fees and costs of the Arbitration Service. (D) . If Company rejects the transaction described in a ROFO Notice, Seller shall have the right to sell the Facility (or Seller’s relevant parent shall have the right to sell the specified equity interests, as applicable) on terms not more favorable to Seller or its parent than vs. the terms set forth in the ROFO Notice, at any time within the twelve-month period following issuance of the ROFO Notice. If Seller or its relevant parent fails to close a transaction on such terms within such twelve (12) -month period, any sale of the Facility or equity interests in Seller shall again be subject to this Section 19.3. (E) . This Section 19.3 shall be specifically enforceable by Company, without bond and without the need to prove irreparable harm. (F) . Seller shall cooperate in all respects reasonably necessary for Company to exercise its ROFO rights, and shall operate the Facility in the ordinary course of business following the date of issuance of a ROFO Notice.