Each Holder proposing to make a Proposed Transfer must deliver a written notice (an “ Offer Notice ”) to Parent stating its bona fide intention to offer the ROFO Shares.  Such Offer Notice shall contain the number of ROFO Shares to be offered and the material terms and conditions (including price, form of consideration and proposed closing date) of the Proposed Transfer.  The Offer Notice shall constitute the selling Holder’s offer to sell the ROFO Shares to Parent, which offer shall be irrevocable for a period of fifteen (15) days from the date thereof (the “ Offer Period ”); provided , however , that the Offer Period shall be seven (7) calendar days from the date of the Offer Notice with respect to any Proposed Transfer of securities pursuant to an effective registration statement filed under the Securities Act (including a registration statement filed pursuant to Section 2 ).  To exercise its Right of First Offer under this Section 5 , in whole or in part, Parent must deliver a Parent Notice to the selling Holder during the Offer Period.  Parent’s failure to deliver a Parent Notice during the Offer Period will be deemed to be an election not to purchase any of the ROFO Shares specified in the relevant Offer Notice; provided , however , that such election shall not limit Parent’s rights to exercise its Right of First Refusal pursuant to Section 3 in the event that such Holder ultimately proceeds to sell its Parent Shares.