By Trust 2 Trustee and the Permitted Holders. In the event that the Other Holder and Contran do not timely elect to exercise the purchase right for all of the Offered Shares (such Offered Shares not elected to be purchased by the Other Holder and Contran, the “Remaining Shares for Trust 2 Trustee and Permitted Holders”), or in the event that the Contran Closing does not occur during the Contran Closing Period due to no fault of the Holder, then at any time within thirty (30) days after the later of (i) Contran's election not to purchase all of the Remaining Shares for Contran or (ii) the expiration of the Contran Closing Period with no closing due to no fault of the Holder (such later date, the “Trust 2 Trustee and Permitted Holders Exercise Period”), Trust 2 Trustee and each Permitted Holder may, but are not obligated to, elect to purchase all or any portion of Trust 2 Trustee’s and such Permitted Holder's pro rata portion, based upon Trust 2 Trustee’s and such Permitted Holder's percentage ownership of Voting Stock as a percentage of all Voting Stock held by Trust 2 Trustee and all Permitted Holders, of the Remaining Shares for Trust 2 Trustee and Permitted Holders, on terms substantially equivalent to the terms offered by the proposed Transferee and specified in the Holder's Written Notice and at a price per share equal to the price offered by the proposed Transferee and specified in the Holder's Written Notice. In the event the proposed Transfer is for no consideration, including without limitation such as with respect to a charitable donation, the Appraised Value shall be used as the price per share. Each of Trust 2 Trustee and each Permitted Holder also may designate if they elect to purchase any or all of any Remaining Shares for Trust 2 Trustee and Permitted Holders not elected for purchase by Trust 2 Trustee and each Permitted Holder, indicating a limit on such additional shares if so desired, and recognizing that its rights to any such additional shares are limited to its pro rata portion based on the total number of such additional shares for which such an indication has been made. (i)
Appears in 3 contracts
Samples: Stockholders Agreement (Contran Corp), Stockholders Agreement (Contran Corp), Stockholders Agreement (Contran Corp)
By Trust 2 Trustee and the Permitted Holders. In the event that the Other Holder Holders and Contran do not timely elect to exercise the purchase right for all of the Section 2 Offered Shares (such Section 2 Offered Shares not elected to be purchased by the Other Holder Holders and Contran, the “Section 2 Remaining Shares for Trust 2 Trustee and Permitted Holders”), or in the event that the Contran Closing does not occur during the Section 2 Contran Closing Period due to no fault of the HolderProposed Transferor, then at any time within thirty (30) days after the later of (i) Contran's election not to purchase all of the Section 2 Remaining Shares for Contran or (ii) the expiration of the Section 2 Contran Closing Period with no closing due to no fault of the Holder Proposed Transferor (such later date, the “Section 2 Trust 2 Trustee and Permitted Holders Exercise Period”), Trust 2 Trustee and each Permitted Holder may, but are not obligated to, elect to purchase all or any portion of Trust 2 Trustee’s and such Permitted Holder's pro rata portion, based upon Trust 2 Trustee’s and such Permitted Holder's percentage ownership of Voting Stock as a percentage of all Voting Stock held by Trust 2 Trustee and all Permitted Holders, of the Section 2 Remaining Shares for Trust 2 Trustee and Permitted Holders, on terms substantially equivalent to the terms offered by the proposed Transferee and specified in the HolderProposed Transferor's Written Notice and at a price per share equal to the price offered by the proposed Transferee and specified in the HolderProposed Transferor's Written Notice. In the event the proposed Transfer is for no consideration, including without limitation such as with respect to a charitable donation, the Appraised Value shall be used as the price per share. Each of Trust 2 Trustee and each Permitted Holder also may designate if they elect to purchase any or all of any the Section 2 Remaining Shares for Trust 2 Trustee and Permitted Holders not elected for purchase by Trust 2 Trustee and each Permitted HolderHolders, indicating a limit on such additional shares if so desired, and recognizing that its rights to any such additional shares are limited to its pro rata portion based on the total number of such additional shares for which such an indication has been made. (i)
Appears in 3 contracts
Samples: Stockholders Agreement (Contran Corp), Stockholders Agreement (Contran Corp), Stockholders Agreement (Contran Corp)