Common use of ROFO Clause in Contracts

ROFO. The Shareholders' Agreement will contain the following ROFO provisions, which shall not apply in the event of an Exit: (i) transfers by certain Investors (each, in such capacity, a "Transferring Investor"), being at any time following: (a) the Lock-in Period, any Super Material Investor; and (b) the fifth anniversary of Offer Completion, any Material Investor (“Material Investor Initiated ROFO”), Matter Terms of any of its Shareholder Instruments shall be subject to a ROFO in favour of the Lead Investor (the “Lead Investor ROFO”) (which, provided that the Requisite Approval has been obtained, shall be exercisable by ▇▇▇▇▇▇, in whole or in part, at the Lead Investor's direction) (in such capacity, the "Non-Transferring Investor"); and (ii) transfers by the Lead Investor (in such capacity, a "Transferring Investor") of any of its Shareholder Instruments following the Lock- in Period shall be subject to a ROFO in favour of any Super Material Investor (each, in such capacity, a "Non-Transferring Investor"), whereby the Transferring Investor shall be required to first offer such Shareholder Instruments (the "ROFO Instruments") to the Non-Transferring Investor(s) by written notice to the Non-Transferring Investor(s) (the "ROFO Notice"), provided that: (i) the Non-Transferring Investor(s) shall, within 30 Business Days of receipt of the ROFO Notice (the “ROFO Closing Date”), propose a cash transfer price for all (but not some of) the ROFO Instruments (the “ROFO Price”) together with any other material terms of the sale in the form of an irrevocable written notice to the Transferring Investor (the “ROFO Offer Notice”); and (ii) if: (a) no Non-Transferring Investor serves a ROFO Offer Notice on the Transferring Investor within 30 Business Days of the ROFO Notice; or (b) one or more Non-Transferring Investors serve a ROFO Offer Notice on the Transferring Investor but the Transferring Investor does not, within 20 Business Days following the receipt of such ROFO Offer Notice, accept the terms contained in any of the ROFO Offer Notices, the Transferring Investor may transfer the ROFO Instruments to a third party within six months of the ROFO Closing Date for a cash transfer price which shall not be less than the highest ROFO Price offered by the Non-Transferring Investor(s) for such ROFO Instruments and terms no more favourable in all material respects than the terms offered by the Non-Transferring Investor(s), provided that the terms of paragraph 21 are complied with (to the extent applicable). If the Lead Investor ROFO is exercised and the Transferring Investor accepts the terms of the ROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as agreed between the Lead Investor and the Transferring Investor. For the avoidance of doubt, the ROFO Price shall be payable in cash. If Combination Completion has not occurred within 30 months of Offer Completion, each of Manchester and Alpha shall be entitled to initiate the process for a Material Investor Initiated ROFO in respect of all of its Shareholder Instruments within twelve months thereafter. Any such third party transferee resulting therefrom shall be deemed to be an Anchor Investor.

ROFO. The Shareholders' Agreement will contain the following ROFO provisions, which shall not apply in the event of an Exit: (a) If: (i) transfers by certain Investors a Shareholder or its Affiliates proposes to Transfer, directly or indirectly, any Securities; or (eachii) Pantheon or its Affiliates propose to Transfer, directly or indirectly, any Securities (including any direct or indirect governance rights with respect the Group) to any person other than Equitix or its Affiliates, (in each case, any such capacity, Transferee being a "Transferring Investor"), being at any time following: (a“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 Periodaccordance with Clause 5.2), it shall (and the Equitix Investor shall procure that Pantheon and its Affiliates shall), prior to making any Super Material Investor; and such Transfer of Securities, furnish a written notice of such proposed Transfer of Securities (a “RoFO Shareholder Notice”) to the other Shareholder (the “RoFO Shareholder Offeree”). (b) the fifth anniversary of Offer Completion, any Material Investor (“Material Investor Initiated ROFO”), Matter Terms of any of its The RoFO Shareholder Instruments Notice shall be subject to a ROFO in favour of the Lead Investor (the “Lead Investor ROFO”) (which, provided that the Requisite Approval has been obtained, shall be exercisable by ▇▇▇▇▇▇, in whole or in part, at the Lead Investor's direction) (in such capacity, the "Non-Transferring Investor"); and (ii) transfers by the Lead Investor (in such capacity, a "Transferring Investor") of any of its Shareholder Instruments following the Lock- in Period shall be subject to a ROFO in favour of any Super Material Investor (each, in such capacity, a "Non-Transferring Investor"), whereby the Transferring Investor shall be required to first offer such Shareholder Instruments (the "ROFO Instruments") to the Non-Transferring Investor(s) by written notice to the Non-Transferring Investor(s) (the "ROFO Notice"), provided thatinclude: (i) the Non-Transferring Investor(s) shallnumber of Securities (or if an indirect Transfer, within 30 Business Days of receipt the number and full description of the ROFO Notice securities) proposed to be Transferred by the RoFO Shareholder (the “ROFO Closing Date”), propose a cash transfer price for all (but not some of) the ROFO Instruments (the “ROFO Price”) together with any other material terms of the sale in the form of an irrevocable written notice to the Transferring Investor (the “ROFO Offer NoticeRoFO Securities”); and (ii) if: the terms of the irrevocable offer that may be made by each RoFO Shareholder Offeree to purchase all the RoFO Securities (awhich may but is not required to include the consideration per RoFO Security). (c) no Non-Transferring Investor serves Within 20 Business Days after the date of delivery of the RoFO Shareholder Notice (the “RoFO Shareholder Deadline”), the RoFO Shareholder Offeree may make an irrevocable offer to purchase all the RoFO Securities (the “RoFO Shareholder Offer”) on the terms set forth in the RoFO Shareholder Notice by furnishing a ROFO 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, a “RoFO Shareholder Purchaser”). If a RoFO Shareholder Offeree has not furnished a First Shareholder Offer Notice on that complies with the Transferring Investor within 30 above requirements, including the applicable time periods, it shall be deemed to have waived all its rights to purchase such RoFO Securities under such RoFO Shareholder Offer. (d) Within 10 Business Days after the end of the ROFO RoFO Shareholder Deadline, the RoFO Shareholder shall inform the RoFO Shareholder Purchaser by written notice whether or not it accepts the RoFO Shareholder Purchaser’s First Offer Notice. (e) Upon the later of: (i) the RoFO Shareholder Deadline; or and (bii) one or more Non-Transferring Investors serve the last date on which the RoFO Shareholder informs a ROFO RoFO Shareholder Purchaser that it accepts such RoFO Shareholder Purchaser’s First Shareholder Offer Notice on Notice, the Transferring Investor but RoFO Shareholder shall: (iii) subject to receipt of the Transferring Investor does notrelevant consideration from the RoFO Shareholder Purchaser, which shall be paid within 20 Business Days following after the receipt date that is the later of paragraphs (i) and (ii) above (extended by such ROFO Offer Noticeperiod as is reasonably necessary to obtain any mandatory regulatory, accept competition or other suspensory clearances) unless otherwise agreed by the terms contained in any of RoFO Shareholder and the ROFO Offer NoticesRoFO Shareholder Purchaser, the Transferring Investor may transfer the ROFO Instruments 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 within six months of the ROFO Closing Date for purchaser, subject to Clause 5.4, at a cash transfer purchase price which shall not be less than the highest ROFO Price price offered by any RoFO Shareholder Offeree in the Non-Transferring Investor(s) for such ROFO Instruments and terms no more favourable in all material respects than the terms offered RoFO Shareholder Offer rejected by the Non-Transferring Investor(sRoFO Shareholder in accordance with Clause 5.3(d), provided 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 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 paragraph 21 are complied this Clause 5.3 do not apply to a Transfer of Shares in the event of a foreclosure proceeding or other enforcement proceeding in accordance with (to the extent applicableClause 5.1(a)(ii). If the Lead Investor ROFO is exercised and the Transferring Investor accepts the terms of the ROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as agreed between the Lead Investor and the Transferring Investor. For the avoidance of doubt, the ROFO Price shall be payable in cash. If Combination Completion has not occurred within 30 months of Offer Completion, each of Manchester and Alpha shall be entitled to initiate the process for a Material Investor Initiated ROFO in respect of all of its Shareholder Instruments within twelve months thereafter. Any such third party transferee resulting therefrom shall be deemed to be an Anchor Investor.

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 Shareholders' Agreement will contain 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 following ROFO provisionsproposed transaction and conduct due diligence. Due diligence shall include such physical inspections, which 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 not apply 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 an Exit: PSA, (i) transfers by certain Investors (each, in such capacity, a "Transferring Investor"), being at any time following: (a) the Lock-in Period, any Super Material Investor; and (b) the fifth anniversary of Offer Completion, any Material Investor (“Material Investor Initiated ROFO”), Matter Terms of any of its Shareholder Instruments issue shall be subject submitted to a ROFO “baseball” arbitration in favour of the Lead Investor (the “Lead Investor ROFO”) (whichOklahoma City, provided that the Requisite Approval has been obtained, shall be exercisable by ▇▇▇▇▇▇, in whole or in part, at the Lead Investor's direction) (in such capacity, the "Non-Transferring Investor"); and (ii) transfers Oklahoma before one arbitrator appointed by the Lead Investor (in such capacityArbitration Service, i.e. each Party shall submit to the arbitrator a "Transferring Investor") form of any of its Shareholder Instruments following proposed PSA, and the Lock- in Period shall be subject to a ROFO in favour of any Super Material Investor (each, in such capacity, a "Non-Transferring Investor"), whereby the Transferring Investor arbitrator shall be required to first offer such Shareholder Instruments (the "ROFO Instruments") to the Non-Transferring Investor(s) by written notice to the Non-Transferring Investor(s) (the "ROFO Notice"), provided that: (i) the Non-Transferring Investor(s) shall, within 30 Business Days of receipt select one of the ROFO Notice (two forms to be used as the “ROFO Closing Date”), propose a cash transfer price for all (but not some of) the ROFO Instruments (the “ROFO Price”) together with any other material terms of the sale PSA in the form of an irrevocable written notice to transaction, without compromise, as the Transferring Investor (the “ROFO Offer Notice”); and arbitral award, (ii) if: the period for closing of the transaction shall be extended for the period required to complete arbitration, and (aiii) no Non-Transferring Investor serves 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 Offer Notice 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 Transferring Investor terms set forth in the ROFO Notice, at any time within 30 Business Days 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 (b12) one month period, any sale of the Facility or more Non-Transferring Investors serve 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 Offer Notice on the Transferring Investor but the Transferring Investor does not, within 20 Business Days following the receipt of such ROFO Offer Notice, accept the terms contained in any of the ROFO Offer Notices, the Transferring Investor may transfer the ROFO Instruments to a third party within six months of the ROFO Closing Date for a cash transfer price which shall not be less than the highest ROFO Price offered by the Non-Transferring Investor(s) for such ROFO Instruments and terms no more favourable in all material respects than the terms offered by the Non-Transferring Investor(s), provided that the terms of paragraph 21 are complied with (to the extent applicable). If the Lead Investor ROFO is exercised and the Transferring Investor accepts the terms of the ROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as agreed between the Lead Investor and the Transferring Investor. For the avoidance of doubt, the ROFO Price shall be payable in cash. If Combination Completion has not occurred within 30 months of Offer Completion, each of Manchester and Alpha shall be entitled to initiate the process for a Material Investor Initiated ROFO in respect of all of its Shareholder Instruments within twelve months thereafter. Any such third party transferee resulting therefrom shall be deemed to be an Anchor Investor.

ROFO. (A) Either Shareholder (an “Exiting Shareholder”) may at any time from the fourth 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 its Shares in the Company and exit the joint venture formed by this agreement and the Articles of Association. An Exit Notice must include details of whether or not the proposed disposal of the Shares is part of or in any way connected with a larger transaction involving members of the Exiting Shareholder’s Group and where the Exit Notice is served by the Vodafone Shareholder, it must include a Revised Brand Licence Offer. If both Shareholders serve an Exit Notice, the Exit Notice which is deemed to have been received first in accordance with clause 34 (Notices) will be the valid Exit Notice for the purposes of this clause 16.1. 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. (B) Upon the receipt of an Exit Notice, the Non-Exiting Shareholder may, at any time within eight weeks from the date of the Exit Notice, serve a written notice on the Exiting Shareholder stating that it wishes to purchase all the Shares (the “ROFO Shares”) held by the Exiting Shareholder (a “ROFO Notice”). The Shareholders' Agreement will contain ROFO Notice shall: (i) state the following consideration payable (which shall be cash and/or listed shares of the Ultimate Parent of the Non-Exiting Shareholder) for the ROFO provisionsShares, expressed as a fixed Euro amount, and all the other terms (“ROFO Terms”) on which the ROFO Shares are proposed to be purchased, which shall not apply impose any obligation on the Exiting Shareholder apart from the obligations (a) to sell the full and unencumbered ownership of the ROFO Shares to the Non-Exiting Shareholder together with all rights attaching thereto and (b) to provide standard title, capacity, authority and no insolvency warranties; (ii) contain an offer (the “ROFO Offer”) from the Non-Exiting Shareholder to purchase the 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 avoidance of doubt shall be listed upon settlement), provided that completion of the ROFO Offer may, if so notified in the event of an Exit: (i) transfers by certain Investors (eachROFO Notice, in such capacitybe solely conditional upon, a "Transferring Investor"), being at any time following: (a) the Lockobtaining of any anti-in Period, any Super Material Investor; and trust approvals or consents (b) the fifth anniversary of Offer Completion, any Material Investor (“Material Investor Initiated ROFO”), Matter Terms obtaining of any other regulatory approvals and consents and (c) the obtaining of its Shareholder Instruments shall be subject to a ROFO any shareholder and/or third party consents as are, in favour each case, mandatorily required by law or regulation (including, without limitation, the Listing Rules) in connection with the proposed acquisition of the Lead Investor ROFO Shares by the Non-Exiting Shareholder and their sale by the Exiting Shareholder (the “Lead Investor ROFOROFO Conditions”); and (iii) where the Non-Exiting Shareholder is the Liberty Global Shareholder or a member of its Group, state whether it accepts or rejects the Revised Brand Licence Offer. (C) The ROFO Notice shall be irrevocable. For the purposes of this clause 16 (Transfer of Shares for Convenience), the Vodafone Shareholder and Liberty Global 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) 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) if at the date of the ROFO Notice the Class C shares or Class A Shares no longer exist or its Ultimate Parent has one or more other classes of listed common or ordinary share not in existence at the date of this agreement, it will offer the class of share which provides the broadest exposure to the profits or losses of its Ultimate Parent’s Group; and (ii) if the Vodafone 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. (D) 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, provided that the Requisite Approval has been obtainedROFO Offer will expire). If the Exiting Shareholder accepts the ROFO Offer, the sale and purchase of the ROFO Shares shall be exercisable by ▇▇▇▇▇▇, 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 accepted the ROFO Offer, 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 agreement to sell and purchase the ROFO Shares shall terminate automatically. 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 of completion of the transfer of the ROFO Shares, or, at the Lead Investor's direction) (in such capacity, the "Non-Transferring Investor"); and (ii) transfers by the Lead Investor (in such capacity, a "Transferring Investor") election of any of its Shareholder Instruments following the Lock- in Period shall be subject to a ROFO in favour of any Super Material Investor (each, in such capacity, a "Non-Transferring Investor"), whereby the Transferring Investor shall be required to first offer such Shareholder Instruments (the "ROFO Instruments") to the Non-Transferring Investor(s) by written notice to Exiting Shareholder, some or all of the fixed amount of consideration may be satisfied in cash on completion of such transfer. Where the Non-Transferring Investor(sExiting Shareholder is the Liberty Global Shareholder or a member of its Group and its ROFO Notice stated that it had accepted the Revised Brand Licence Offer, on completion of the sale of the ROFO Shares the Company shall, or shall procure that a member of its Group shall, execute a brand licence on the terms and conditions set out in the Revised Brand Licence Offer. (E) The Shareholders acknowledge 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 Notice")Shares by the Non-Exiting Shareholder, provided that: the incurring of such additional financial debt is conditional on completion of the purchase of the ROFO Shares by the Non-Exiting Shareholder. (F) If: (i) the Non-Transferring Investor(sExiting Shareholder does not serve a ROFO Notice on the Exiting Shareholder within eight weeks from the date of the Exit Notice in accordance with clause 16.1(B) shall, or the agreement to sell and purchase the ROFO Shares is terminated pursuant to clause 16.1(D); or (ii) the ROFO Offer is not accepted by the Exiting Shareholder within 30 Business Days two weeks of receipt the date of the ROFO Notice (the “ROFO Closing Date”in accordance with clause 16.1(D), propose a cash transfer price for all the Exiting Shareholder shall have the right to elect, by giving notice in writing (but not some of) the ROFO Instruments (the an “ROFO PriceExit Election Notice”) together with any other material terms to the Non-Exiting Shareholder and the Company within one month of the sale in the form of an irrevocable written notice to the Transferring Investor (the “ROFO Offer Notice”); and (ii) if: (a) no Non-Transferring Investor serves a ROFO Offer Notice on the Transferring Investor within 30 Business Days expiry of the ROFO Notice; eight week period or of the termination as set out or referred to in (bi) one or more Non-Transferring Investors serve a ROFO Offer Notice on the Transferring Investor but the Transferring Investor does not, within 20 Business Days following the receipt of such ROFO Offer Notice, accept the terms contained in any lapse of the ROFO Offer Noticesin the case of (ii) (as applicable), that it wishes to pursue: (a) a sale of all the Transferring Investor may transfer Shares in the ROFO Instruments Company to a third party within six months party, in which case the provisions of clause 16.2 (Drag Sale) shall apply; or (b) an IPO of the ROFO Closing Date for a cash transfer price Company, in which case it shall not be less than the highest ROFO Price offered by the Non-Transferring Investor(s) for such ROFO Instruments and terms no more favourable in all material respects than the terms offered by the Non-Transferring Investor(s), provided that the terms of paragraph 21 are complied with (deemed to the extent applicable). If the Lead Investor ROFO is exercised have served an “IPO Notice” and the Transferring Investor accepts the terms of the ROFO Offer Notice, Fireball shall be entitled, but not obliged, to acquire a pro rata proportion of the ROFO Instruments on the same terms as agreed between the Lead Investor and the Transferring Investor. For the avoidance of doubt, the ROFO Price shall be payable in cash. If Combination Completion has not occurred within 30 months of Offer Completion, each of Manchester and Alpha shall be entitled to initiate the process for a Material Investor Initiated ROFO in respect of all of its Exiting Shareholder Instruments within twelve months thereafter. Any such third party transferee resulting therefrom 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 in the Company and an Anchor InvestorIPO of the Company, in which case both clauses 16.1(F)(ii)(a) and 16.1(F)(ii)(b) shall apply but the Exiting Shareholder shall be entitled to decide which of the two processes will be completed. (G) Both Shareholders shall act in good faith in compliance with their obligations under this clause 16.1.