Common use of INVOLUNTARY AND IMPERMISSIBLE TRANSFERS Clause in Contracts

INVOLUNTARY AND IMPERMISSIBLE TRANSFERS. If an Involuntary Transfer or a Transfer in violation of this Agreement shall occur with respect to the PRIMEDIA Shareholder and, in the case of a Transfer in violation of this Agreement, such violation has not been cured within 30 days after notice to the applicable Transferor or Transferee, the Company shall give notice to the Ripplewood Shareholder offering the Ripplewood Shareholder the right, exercisable by delivery of written notice to such Transferee within 90 days following the day on which such notice is given, to purchase all of the Shares acquired by such Transferee at a purchase price equal to, in the case of an Involuntary Transfer, 100% or, in the case of a Transfer in violation of this Agreement, 90% of the Fair Market Value thereof, determined in good faith by the Board of Directors as of the date of such Transfer (or, if lower, as of the date of such determination). The closing date of any purchase described in this Section 2.01(d) shall be on the date specified by the Company that shall not be later than the 30th day after a determination of the Fair Market Value of the Shares to be purchased is made.

INVOLUNTARY AND IMPERMISSIBLE TRANSFERS. If an Involuntary Transfer or a Transfer in violation of this Agreement shall occur with respect to any Shareholder other than the PRIMEDIA Ripplewood Shareholder and, in the case of a Transfer in violation of this Agreement, such violation has not been cured within 30 days after notice to the applicable Transferor or Transferee, the Company shall give notice to the Ripplewood Shareholder Shareholder, offering the Ripplewood Shareholder (or its designee) the right, exercisable by delivery of written notice to the Transferee with respect to such Transferee Involuntary Transfer or Transfer in violation of this Agreement, within 90 days following the day on which such notice is given, to purchase all of the Shares acquired by such Transferee at a purchase price equal to, in the case of an Involuntary Transfer, 100% or, in the case of a Transfer in violation of this Agreement, 90% of the Fair Market Value thereof, determined in good faith by the Board of Directors accordance with Section 2.01(g) as of the date of such Transfer (or, if lower, as of the date of such determination). The closing date of any purchase described in this Section 2.01(d) 2.01 shall be on the date specified by the Company that shall not be later than the 30th day after a determination of the Fair Market Value of the Shares to be purchased is made. The Ripplewood Shareholder may assign its rights under this Section 2.01(d) to any person.

INVOLUNTARY AND IMPERMISSIBLE TRANSFERS. If an Involuntary Transfer or a Transfer in violation of this Agreement shall occur with respect to the PRIMEDIA Shareholder Executive and, in the case of a Transfer in violation of this Agreement, such violation has not been cured within 30 days after notice to the applicable Transferor or Transferee, the Company shall give notice to the Ripplewood Shareholder Shareholder, offering the Ripplewood Shareholder (or its designee) the right, exercisable by delivery of written notice to the Transferee with respect to such Transferee Involuntary Transfer or Transfer in violation of this Agreement, within 90 days following the day on which such notice is given, to purchase all of the Shares acquired by such Transferee at a purchase price equal to, in the case of an Involuntary Transfer, 100% or, in the case of a Transfer in violation of this Agreement, 90% of the Fair Market Value thereof, determined in good faith by the Board of Directors accordance with Section 2.01(g) as of the date of such Transfer (or, if lower, as of the date of such determination). The closing date of any purchase described in this Section 2.01(d) 2.01 shall be on the date specified by the Company that shall not be later than the 30th day after a determination of the Fair Market Value of the Shares to be purchased is made. The Ripplewood Shareholder may assign its rights under this Section 2.01(d) to any person.