Each ROFR and Co-Sale Right Holder shall have the right, exercisable upon written notice to the Selling Shareholder, the Company, and each other ROFR and Co-Sale Right Holder, within thirty (30) days following the date of the Transfer Notice , to elect to purchase all or any part of its pro rata share of the Offered Shares equivalent to the product obtained by multiplying the aggregate number of the Offered Shares by a fraction, the numerator of which is the number of Ordinary Shares held by such ROFR and Co-Sale Right Holder at the time of the transaction and the denominator of which is the total number of Ordinary Shares owned by all the ROFR and Co-Sale Right Holders at the time of the transaction , at the same price and subject to the same material terms and conditions as described in the Transfer Notice.
To the extent that any ROFR and Co-Sale Right Holder does not exercise its right of first refusal to the full extent of its First Refusal Allotment, the Selling Shareholder and the exercising ROFR and Co-Sale Right Holders shall, within five (5) days after the end of the First Refusal Period, make such adjustments to the First Refusal Allotment of each exercising ROFR and Co-Sale Right Holder so that any remaining Offered Shares may be allocated to those ROFR and Co-Sale Right Holders exercising their rights of first refusal on a pro rata basis.