Common use of Limitations on Transfer of Shares Clause in Contracts

Limitations on Transfer of Shares. Without the prior written consent of Westamerica, which consent shall not be unreasonably withheld, conditioned or delayed, Shareholder shall not transfer, sell, assign, convey or encumber any of the Shares during the term of this Agreement except (a) for transfers (i) by operation of law, by will, or pursuant to the laws of descent and distribution, and (ii) in which the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (b) pursuant to foreclosure of a bona fide pledge of the Shares to secure indebtedness not related to Redwood Empire, NBR or the Merger, provided the transferee shall agree in writing to be bound by the provisions of paragraphs 1, 2, 3 and 4 of this Agreement as fully as Shareholder, or (c) in exchange for cash and securities pursuant to the terms of the Plan. Without limiting the generality of the foregoing, Shareholder shall not grant to any party any option or right to purchase the Shares or any interest therein.