Common use of Involuntary Transfer of Shares Clause in Contracts

Involuntary Transfer of Shares. (a) In case of the involuntary sale or other involuntary transfer or disposition of Shares (including without limitation any transfer of title or beneficial ownership upon default, forfeiture, court order, or otherwise than by a voluntary decision on the party of Shareholder), the Corporation shall have the right to purchase such Shares in the manner hereinafter set forth. Immediately upon the acquisition of such Shares, the transferee thereof shall furnish written notice to the Corporation indicating that said transferee has acquired the Shares and the price and payment terms therefore, accompanied by satisfactory evidence of the same. Upon receipt of such notice, the Corporation shall have the right to purchase all (but not less than all) of the Shares acquired by the transferee, in the same manner and upon the same terms and conditions hereinabove provided in Paragraph 2.2 with respect to the purchase of Shares as if Shareholder had proposed to voluntarily transfer his Shares. The purchase price for said Shares shall be the lesser of the price determined under Paragraph 2.5 or the price paid by the transferee. (b) If the Corporation does not elect to purchase all of the Shares acquired by the transferee, the options shall be deemed not to have been exercised and all of the Shares may be transferred to the transferee.