Common use of Come Along Clause in Contracts

Come Along. 13.1. Subject to clause 9 (Disposal of Equity Interest) and clause 10 (Pre-emption), if a bona fide third party offers to purchase all of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51% (fifty-one percent) or more of the Shares wishes to accept such offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and the other Shareholders having refused the offer made to them in terms thereof), then the Majority Shareholder shall be entitled, on written notice to the other Shareholders (“Come Along Notice”), to require the other Shareholders to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) of the aforesaid notice, each of the other Shareholders shall be obliged to sell, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party at the same price, and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2. 13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on the same terms and conditions as set out in clause 10.2. 13.3. The provisions of this clause 13 (Come Along) will not apply to any Equity Interest held by any Shareholder in circumstances where any Deemed Offer Event has occurred prior to a Come Along Notice being delivered in terms of clause 13.1.

Come Along. 13.1. Subject Except as provided in Section 2.3(c) hereof, no Stockholder shall Transfer more than 15% of the outstanding Common Stock of the Company to clause 9 (Disposal of Equity Interesta Third Party who is not a Permitted Transferee without complying with the terms and conditions set forth in Section 2.3(a) and clause 10 2.3(b) below and, if applicable, the terms and conditions set forth in Section 4.1 below; PROVIDED, HOWEVER, that this Section 2.3 shall not in any way limit or affect the restrictions of Section 2.1. (Pre-emptiona) Any Stockholder, when desiring to Transfer Shares (the "Transferor"), if a bona fide third party offers shall give not less than seven (7) days prior written notice of such intended Transfer to purchase all each other Stockholder and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the Equity Interest prospective transferee, the number of all Shares proposed to be transferred (the Shareholders on identical pro rata terms"Participation Securities") by the Transferor, the purchase price per share proposed to be paid therefor and a Shareholder holding 51% the payment terms and type of transfer to be effectuated. Within five (fifty-one percent5) or more days following the delivery of the Shares wishes Participation Notice by the Transferor to accept such offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) each other Stockholder and the other Shareholders having refused the offer made to them in terms thereof), then the Majority Shareholder shall be entitled, on written notice to the other Shareholders (“Come Along Notice”), to require the other Shareholders to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) of the aforesaid noticeCompany, each of the other Shareholders shall be obliged Stockholder desiring to sellparticipate in such proposed Transfer (each, and shall be deemed to have accepted the offera "Participating Offeree") shall, by notice in respect of all of its Equity Interest writing to the relevant bona fide third party at the same price, Transferor and on the same terms and conditions, applicable to the Come Along Equity (including Company, have the provision of warranties by all sellers of the Equity Interest, except that the Shareholders other than the Majority Shareholder shall only be required opportunity and right to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2. 13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered sell to the relevant Shareholders purchasers in such proposed Transfer (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on upon the same terms and conditions as set out in clause 10.2the Transferor) up to that number of Shares owned by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Shares owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Shares actually owned as of the date of such Participation Notice by the Transferor and by all Participating Offerees, multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by the Transferor shall be reduced to the extent necessary to provide for such sales of Shares by Participating Offerees. 13.3. (b) At the closing of any proposed Transfer in respect of which a Participation Notice has been delivered, the Transferor, together with all Participating Offerees, shall deliver to the proposed transferee certificates evidencing the Shares to be sold thereto duly endorsed with stock powers and shall receive in exchange therefor the consideration to be paid or delivered by the proposed transferee in respect of such Shares as described in the Participation Notice. (c) The provisions of this clause 13 (Come Along) will Section 2.3 shall not apply to (i) any Equity Interest held by Permitted Transfer, (ii) any Shareholder in circumstances where Transfer pursuant to or following a Public Offering or (iii) any Deemed Offer Event has occurred prior Transfer pursuant to a Come Along Notice being delivered in terms of clause 13.1Section 2.4.

Come Along. 13.1. Subject 11.1 Without prejudice to clause 9 the provisions of clauses 9.7 to 9.15 (Disposal inclusive) if a Shareholder or Shareholders holding in aggregate not less than 75% in nominal value of Equity Interest) and clause 10 (Pre-emption), if the equity share capital then in issue wishes to accept a bona fide offer from an independent third party offers to purchase all (the "Offeror") for the entire equity share capital of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51% (fifty-one percent) Company or more of the Shares if London Mining wishes to accept such a bona fide offer from an Offeror which values the entire equity share capital of the Company at an amount equal to not less than US$400 million (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and the other Shareholders having refused the offer made to them in terms thereof"Offer"), then such Shareholder or Shareholders (the Majority Shareholder "Accepting Shareholders") shall be entitled, on give written notice to the other Shareholders (“the "Other Shareholders") of their wish to accept the Offer and the price to be paid by the Offeror (the "Come Along Notice”"). 11.2 The Accepting Shareholders shall supply to the Other Shareholders such information as they may reasonably request in connection with the Offer (including details of any warranties, representations and indemnities, to be given in connection with the sale to the Offeror) provided that to the extent that any such disclosure of information would result in any breach of any confidentiality undertaking given by the Accepting Shareholders, the Accepting Shareholder may require the other Other Shareholders to accept undertake to maintain the offer from the relevant bona fide third party and upon delivery (or deemed delivery) confidentiality of the aforesaid notice, each of the other Shareholders shall be obliged to sell, and such information. Any information so supplied shall be deemed to have accepted the offer, in respect of all of its Equity Interest be Confidential Information. 11.3 Any Offer shall be to the relevant bona fide following specification: 11.3.1 an Offer may be by way of an offer for Shares made by a third party purchaser or a sale by private treaty; 11.3.2 subject to clause 15.10, the consideration for the Offer Shares to be sold by the Shareholders pursuant to the Offer shall be apportioned between the Shareholders pro rata to the Shares to be sold by them; 11.3.3 subject to clause 15.10, the Other Shareholders shall be entitled to receive in full their respective consideration for the Shares to be sold by them at the same pricetime as the Accepting Shareholder; 11.3.4 each Other Shareholder shall be required to give no more warranties, representations and on indemnities in connection with the same terms and conditions, applicable sale to the Come Along Equity (including Offeror than those given by the provision of warranties by all sellers of the Equity Interest, except that the Accepting Shareholders other than the Majority Shareholder and shall only be required to provide warranties confirming give warranties, representations and indemnities which relate to or are in respect of the title Company and ownership of their its subsidiary undertakings, the Shares and its capacity to enter into the relevant agreement for the sale of its Shares; 11.3.5 the aggregate liability of each Other Shareholder under such warranties, representations and indemnities shall be limited to the consideration received by such Other Shareholder pursuant to the sale to the Offeror; 11.3.6 no other warranties). For Other Shareholder shall be required to give any restrictive covenants which in any way restrict such Other Shareholder from carrying on any business in any manner or to any degree; 11.4 Conditional on the purposes Other Shareholders each receiving not less than 10 Business Days' prior notice from the Accepting Shareholder of this clausethe proposed execution date together with a final version of the documentation for the Offer which the Other Shareholders are required to execute, a “bona fide third party” shall not include any transferee contemplated in each of the Other Shareholders undertakes to and covenants with the Accepting Shareholder that it will: 11.4.1 execute and deliver such documentation, always provided that such documentation is on terms which comply with clause 9.2.11.3; 13.2. Completion 11.4.2 on completion of the sale to the Offeror, deliver to the third party purchaser the certificates evidencing all Shares in the Company owned by him; 11.4.3 with effect from completion of the sale to the Offeror, execute and purchase deliver a stock transfer form transferring all shares in the Company owned by him to the third party purchaser and, unless the third party purchaser otherwise consents in writing, procure the removal of all Equity Interest any persons appointed by him as a Nominated Director. 11.5 If any Other Shareholder has any shareholder loans granted to the Company or any Subsidiary Company, it shall at the same time as completing the sale of its shares as contemplated in by clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered 11.4, also assign such shareholder loans to the relevant Offeror for a consideration equal to the face value of such loan plus any accrued but unpaid interest. 11.6 In order to secure the obligations of the Shareholders under clauses 11.4 to 11.5, each Shareholder hereby appoints the Company (the "Attorney") to act as his attorney with authority in its name and on its behalf to execute and sign any and all agreements, instruments, deeds or other papers and documents and to do all things in its name to execute and deliver transfers in respect of the Shares (and any shareholder loan) held by him and deliver the certificate(s) in respect of the same (or as soon thereafter as a suitable indemnity in lieu of such certificate) and, against receipt by the Company (on trust for the Shareholder) of the consideration payable for the relevant Shares (and any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtainedshareholder loan), mutatis mutandisdeliver such transfer(s) and certificate(s) or indemnities to the Offeror (or his nominee) and register such Offeror (or his nominee) as the holder thereof and, on after such registration, the same terms and conditions as set out in clause 10.2. 13.3. The provisions validity of this clause 13 (Come Along) will such proceedings shall not apply to any Equity Interest held be questioned by any Shareholder in circumstances where any Deemed Offer Event has occurred prior to a Come Along Notice being delivered in terms of clause 13.1person.

Come Along. 13.1. Subject to clause 9 13.1 Should a shareholder (Disposal of Equity Interest"the disposing shareholder") and clause 10 (Pre-emption), if a bona fide third party offers to purchase all of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51at any time hold 70% (fifty-one seventy percent) or more of the Shares Shareholder's Interest and should an offer to acquire its entire Shareholder's Interest be received from a third party ("the third party offer") the disposing shareholder shall, in the event that it wishes to accept such the third party offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Shareholder's Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and the other Shareholders having refused the offer made to them , indicate in terms thereof), then the Majority Shareholder shall be entitled, on written notice writing to the other Shareholders Shareholder (“Come Along Notice”), to require "the other Shareholders remaining shareholder") its intention to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) of the aforesaid notice, each of the other Shareholders shall be obliged offer insofar as it relates to sell, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party at the same price, and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Shareholder's Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2. 13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on the same terms and conditions as set out in clause 10.2. 13.3. 13.2 The provisions of this clause 13 (Come Along) will not apply to any Equity Interest held by any Shareholder in circumstances where any Deemed Offer Event has occurred prior to a Come Along Notice being delivered notice in terms of clause 13.113.1 shall constitute an offer by the disposing shareholder to sell its Shareholder's Interest to the remaining shareholder on the terms of the third party offer. 13.3 Such offer to the remaining shareholder shall be irrevocable and capable of acceptance for a period of 30 (thirty) days after the receipt of such notice. 13.4 Should the offer referred to in clause 13.2 be refused by the remaining shareholder or expire unaccepted, then the other provisions of this Agreement or the Articles conferring pre-emptive rights on the Shareholders shall not apply and the disposing shareholder shall have the right to immediately require the remaining shareholder to join with the disposing shareholder in accepting the third party offer and giving effect to any sale resulting therefrom. 13.5 If the remaining shareholder fails or refuses to cede and transfer any of its Shareholder's Interest in accordance with its obligations hereunder, the disposing shareholder shall execute and deliver on behalf of the remaining shareholder the necessary transfer form(s) and other documents required for the transfer of the remaining Shareholder's Interest. The disposing shareholder shall receive the purchase money in trust for the remaining Shareholder's Interest and cause the third party to be registered as the holder thereof, whereupon it shall pay the purchase money so received by it to the remaining shareholder and in the case of such registration in exercise of the aforesaid powers, the validity of any such actions shall not be questioned by any person.

Come Along. 13.1. Subject to clause 9 Take Along. (Disposal of Equity Interesti) and clause 10 In the event that Abbingdon Venture Partners Limited Partnership, a Connecticut limited partnership (Pre"Abbingdon-emptionI"), if Abbingdon Venture Partners Limited Partnership-II, a bona fide third party offers Delaware limited partnership ("Abbingdon-II"), Abbingdon Venture Partners Limited Partnership-III, a Delaware limited partnership ("Abbingdon-III"), and Business Development Capital Limited Partnership-III, a Massachusetts limited partnership ("BDC- III" and together with Abbingdon-I, Abbingdon-II and Abbingdon-III, the "Partnerships"), propose to purchase transfer substantially all of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51% (fifty-one percent) or more shares of the Shares wishes Common Stock held by them (a "Sale of Securities") other than to accept such offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and public for cash pursuant to a registration statement filed under the other Shareholders having refused the offer made to them in terms thereof)Securities Act, then the Majority Shareholder following provisions of this Section 7 shall apply. (ii) The Partnerships shall permit the Purchaser, or cause the Purchaser to be entitled, on written notice to the other Shareholders (“Come Along Notice”)permitted, to require sell the other Shareholders to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) same proportionate number of shares of the aforesaid notice, each Common Stock held by the Purchaser as the Partnerships shall sell of the other Shareholders shall be obliged to sellshares of the Common Stock held by the Partnerships, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party at for the same price, consideration and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2. 13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, otherwise on the same terms and conditions as set out to be received by the Partnerships in clause 10.2the Sale of Securities. 13.3. (iii) The provisions Partnerships shall have the right to request the Purchaser to sell or cause to be sold the number of this clause 13 (Come Along) will not apply to any Equity Interest shares of the Common Stock held by any Shareholder the Purchaser which bears the same proportion to the number of shares of the Common Stock then held by the Purchaser as the number of shares of the Common Stock being sold by the Partnerships bears to the total number of shares of the Common Stock owned by the Partnerships (a "Purchaser Request"). (iv) Upon receipt by the Purchaser of a Purchaser Request, the Purchaser will sell or will cause to be sold the appropriate number of shares of the Common Stock held by the Purchaser for the consideration and otherwise on the same terms and conditions received by the Partnerships. (b) The obligations of the Partnerships under Section 7(a) hereof to afford the Purchaser, or cause the Purchaser to be afforded, the rights referred to therein will be discharged if the Purchaser is given written notice which allows the Purchaser ten business days to exercise such rights (by written reply addressed to such person as 7 7 may be designated in circumstances where any Deemed Offer Event the notice, and if requested in such notice, sent by certified mail, return receipt requested), and within such ten business day period the Purchaser has occurred prior not given notice of exercise of such rights. (c) All rights and obligations created by this Section 7 shall terminate upon the earlier to a Come Along Notice being delivered in terms occur of clause 13.1(i) the written agreement of the parties hereto, or (ii) the Termination Event.

Come Along. 13.1. A Shareholder may Dispose of its Equity Interest only in terms of this clause 13 (Come Along) to any bona fide third party which (i) if such third party is a publicly traded entity and any Shareholder is contemplated to acquire any such traded shares in such third party in terms of any transaction contemplated in this clause 13 (Come Along), there is sufficient liquidity in such entity’s traded shares such that such Shareholder would be able, within 4 (four) months of acquiring such shares, to sell all such shares on the relevant stock exchange at the then prevailing market price for such shares or (ii) if any Shareholder is contemplated to receive cash in terms of any transaction contemplated in this clause 13 (Come Along), such third party is able to provide reasonable evidence (in a form acceptable to the Shareholders, each acting reasonably) that it has (or has confirmed access to) sufficient cash resources to settle the purchase price payable to such Shareholders without restriction in terms of any transaction contemplated in this clause 13 (Come Along), including, if required by Oxxxx, in USD (each a “Qualifying Third Party”). 13.2. Subject to clause 9 7 (Disposal of Equity Interest) and clause 10 8 (Pre-emption), if a bona fide third party which is a Qualifying Third Party offers to purchase all of the Equity Interest of all the Shareholders on identical pro rata terms, and a Shareholder holding 51% (fifty-one percent) or more of the Shares wishes to accept such offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Interest”) (after first having complied with the relevant provisions of clause 10 8 (Pre-emption) and the other Shareholders having refused the offer made to them in terms thereof), then the Majority Shareholder shall be entitled, on written notice to the other Shareholders (“Come Along Notice”), to require the other Shareholders to accept the offer from the relevant bona fide third party Qualifying Third Party (provided that Orion shall not be required to sell its Equity Interest under this clause 13 (Come Along) if the sale would generate an internal rate of return for Orion of less than 8% (eight percent)), and upon delivery (or deemed deliverydeliver) of the aforesaid notice, each of the other Shareholders shall be obliged to sell, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party Qualifying Third Party at the same price, and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third partyQualifying Third Party” shall not include any transferee contemplated in clause 9.27.2. 13.213.3. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 13.2 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 11 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on the same terms and conditions as set out in clause 10.28.2. 13.313.4. The provisions of this clause 13 (Come Along) will not apply to any Equity Interest held by any Shareholder in circumstances where (i) a Put Option Election Notice has been issued in terms of clause 10.1.3 prior to a Come Along Notice being delivered in terms of clause 13.2 or (ii) any Deemed Offer Event has occurred prior to a Come Along Notice being delivered in terms of clause 13.113.2.

Come Along. 13.1. Subject to clause 9 (Disposal of Equity Interest) and clause 10 (Pre-emption), if a bona fide third party offers to purchase all of the Equity Interest of all the Shareholders on identical pro rata terms, and 13.1 Should a Shareholder holding 51(“the disposing shareholder”) at any time hold 70% (fifty-one seventy percent) or more of the Shares Shareholder’s Interest and should an offer to acquire its entire Shareholder’s Interest be received from a third party (“the third party offer”) the disposing shareholder shall, in the event that it wishes to accept such the third party offer (“Majority Shareholder”) in respect of its Equity Interest (“Come Along Equity Shareholder’s Interest”) (after first having complied with the relevant provisions of clause 10 (Pre-emption) and the other Shareholders having refused the offer made to them , indicate in terms thereof), then the Majority Shareholder shall be entitled, on written notice writing to the other Shareholders Shareholder (“Come Along Noticethe remaining shareholder”), to require the other Shareholders ) its intention to accept the offer from the relevant bona fide third party and upon delivery (or deemed delivery) of the aforesaid notice, each of the other Shareholders shall be obliged offer insofar as it relates to sell, and shall be deemed to have accepted the offer, in respect of all of its Equity Interest to the relevant bona fide third party at the same price, and on the same terms and conditions, applicable to the Come Along Equity (including the provision of warranties by all sellers of the Equity Shareholder’s Interest, except that the Shareholders other than the Majority Shareholder shall only be required to provide warranties confirming the title and ownership of their Shares and no other warranties). For the purposes of this clause, a “bona fide third party” shall not include any transferee contemplated in clause 9.2. 13.2. Completion of the sale and purchase of all Equity Interest as contemplated in clause 13.1 must take place as soon as possible after the Come Along Notice has been duly delivered to the relevant Shareholders (or as soon thereafter as any necessary legal or Regulatory Approvals pursuant to clause 12 (Regulatory Approvals) have been finally obtained), mutatis mutandis, on the same terms and conditions as set out in clause 10.2. 13.3. 13.2 The provisions of this clause 13 (Come Along) will not apply to any Equity Interest held by any Shareholder in circumstances where any Deemed Offer Event has occurred prior to a Come Along Notice being delivered notice in terms of clause 13.113.1 shall constitute an offer by the disposing shareholder to sell its Shareholder’s Interest to the remaining shareholder on the terms of the third party offer. 13.3 Such offer to the remaining shareholder shall be irrevocable and capable of acceptance for a period of 30 (thirty) days after the receipt of such notice. 13.4 Should the offer referred to in clause 13.2 be refused by the remaining shareholder or expire unaccepted, then the other provisions of this Agreement or the Articles conferring pre-emptive rights on the Shareholders shall not apply and the disposing shareholder shall have the right to immediately require the remaining shareholder to join with the disposing shareholder in accepting the third party offer and giving effect to any sale resulting therefrom. 13.5 If the remaining shareholder fails or refuses to cede and transfer any of its Shareholder’s Interest in accordance with its obligations hereunder, the disposing shareholder shall execute and deliver on behalf of the remaining shareholder the necessary transfer form(s) and other documents required for the transfer of the remaining Shareholder’s Interest. The disposing shareholder shall receive the purchase money in trust for the remaining Shareholder’s Interest and cause the third party to be registered as the holder thereof, whereupon it shall pay the purchase money so received by it to the remaining shareholder and in the case of such registration in exercise of the aforesaid powers, the validity of any such actions shall not be questioned by any person.