Common use of ROFO Election Clause in Contracts

ROFO Election. Within forty-five (45) days after the Recipient(s)’ receipt of the Forced Sale Notice (the “Election Period”), the Recipient(s) shall have the right (but not the obligation) to elect to purchase, based on the Forced Sale Notice, all of the Interests of the Initiator (rather than a purchase of the Portfolio) for the ROFO Price and the other applicable terms set forth in the Forced Sale Notice (the “ROFO Sale”) by delivering written notice (the “ROFO Election”) to the Initiator of such election, which offer shall be irrevocable. If more than one Recipient shall have elected to buy the Interests of the Initiator, then the Interest of the Initiator shall be allocated among such Recipients in proportion to their respective Allocable Share at the time of such purchase. If the Recipient(s) fail to deliver a ROFO Election to the Initiator within the Election Period then the Recipient(s) shall conclusively be deemed to have elected to not purchase the Interest.