Common use of Restrictions on Disposition of Shares Clause in Contracts

Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Notice. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of the

Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after For 18 months from the date of ------------------------------------- this Agreement and prior to Agreement, neither the second (2nd) anniversary Purchaser nor any of the date of this Agreement (the "Initial Holding Period"), Purchaser's heirs or representatives shall sell, assign, transfer, grant a proxy pledge or otherwise directly or indirectly dispose of or encumber any of the Shares to or with any other person, firm, trust, association, corporation or entity (including, without limitation, transfers to any person to vote or otherwise act other holder of the Company's capital stock, dispositions by gift, by will, by a corporation as a distribution in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether liquidation and by operation of law other than a transfer of Shares by operation of law to the estate of the Purchaser upon the death of the Purchaser, provided that such -------- estate shall be bound by all of the provisions of this Agreement), provided that -------- such restrictions shall not apply to any such disposition of the Shares pursuant to Section 6 of this Agreement. The restrictions contained in this Section 4 shall terminate in the event that an underwritten public offering of the Common Stock led by one or otherwise more underwriters at least one of which is an underwriter of nationally recognized standing (a "Public Offering") has been consummated and shall not apply to a sale to the underwriters as part of a Public Offering. Any transfer or attempted transfer of the Shares in violation of this Section 4 shall be null and void ab initio, and the Company shall not register, recognize or give effect to any such transfer or attempted transfer, nor shall the intended transferee acquire any rights in such Shares. The Purchaser acknowledges and agrees that the restrictions on transfer of the Shares contained in this Section 4 relate to special, unique and extraordinary matters and that a violation of any of the foregoing being referred terms of such restrictions will cause the Company irreparable injury for which adequate remedies are not available at law. Accordingly, the Purchaser agrees that the Company shall be entitled to hereinafter an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a "Disposition"), court of competent jurisdiction may deem necessary or appropriate to restrain the Purchaser from committing any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent violation of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Noticerestrictions. For a period of 20 business days following These injunctive remedies are cumulative and in addition to any other rights and remedies the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of theCompany may have.

Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders Stockholder or their his designee or to an Other Stockholder Affiliate (as defined in Section 1(c1.(c) hereof), except with the Principal Stockholders, Stockholder's prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal StockholdersStockholder, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their his designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders Stockholder containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Notice. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Stockholder's Option Period"), the Principal Stockholders Stockholder shall have an option, on the terms and conditions set forth in this Section 1(b1.(b), to purchase all or any portion of thethe Offered Shares. The Principal Stockholder's option may be exercised by giving a written counter-notice (a "Notice of Exercise") to the Other Stockholder within the Principal Stockholder's Option Period, setting forth the number of the Offered Shares with respect to which the Principal Stockholder's option is exercised. If, upon the expiration of the Principal Stockholder's Option Period, the Principal Stockholder has failed to exercise his option to purchase all of the Offered Shares, then for a period of 15 business days following the expiration of the Principal Stockholder's Option Period (the "Corporation's Option Period"), the Corporation shall have an option, on the terms and conditions set forth in this Section 1.(b), to purchase all of the remaining Offered Shares. The Corporation's option may be exercised by giving a Notice of Exercise to the Other Stockholder within the Corporation's Option Period, setting forth the number of the Offered Shares with respect to which the Corporation's option is exercised. (ii) Upon the timely giving of the Notice of Exercise by the Principal Stockholder and/or the Corporation, the Principal Stockholder and/or the Corporation, as the case may be, shall be obligated to purchase from the Other Stockholder, and the Other Stockholder shall be obligated to sell to the Principal Stockholder and/or the Corporation, as the case may be, the number of the Offered Shares with respect to which each such party's option has been exercised, at the price and on the terms and conditions specified in the Bona Fide Offer; provided, however, that if the Principal Stockholder and/or the Corporation do not give Notice(s) of Exercise setting forth their intention to purchase all of the Offered Shares, then in such event any Notice(s) of Exercise shall be null and void. If the Bona Fide Offer was for consideration consisting of other than cash or notes (or a combination thereof), or for consideration consisting in part of other than cash or notes (or a combination thereof), then the consideration to be paid by the Principal Stockholder and/or the Corporation, as the case may be, for the Offered Shares shall consist of cash or notes, to the extent that the consideration in the Bona Fide Offer consisted of cash or notes, and, to the extent such consideration consisted of other than cash or notes, a cash consideration equal to the fair market value of such non-cash or non-note consideration set forth in the Bona Fide Offer, which fair market value shall promptly be determined by an investment banker mutually acceptable to the Other Stockholder, the Principal Stockholder and the Corporation. If such parties are unable to agree within 60 days after the expiration of the Corporation's Option Period, the appraisal shall be conducted by an investment banker designated, upon the application of the Other Stockholder, the Principal Stockholder or the Corporation, by the American Arbitration Association in New York, New York. The cost of the appraisal shall be borne equally by the Other Stockholder, on the one hand, and the Principal Stockholder and/or the Corporation, on the other hand (such share of the Principal Stockholder and/or the Corporation to be borne by each of such parties in proportion to the number of the Offered Shares with respect to which each such party's option has been exercised). The decision of such investment banker shall be final and binding upon the Other Stockholder, the Principal Stockholder and the Corporation, and each of their respective heirs, legatees, administrators, executors, successors and assigns. (iii) If the Notice(s) of Exercise shall not have been duly given as to all of the Offered Shares as aforesaid by the Principal Stockholder and the Corporation, the Other Stockholder may, within a period of 60 days after the expiration of the Corporation's Option Period, sell the Offered Shares to the Prospective Purchaser upon the terms and conditions, and for a price not lower than the price, set forth in the Bona Fide Offer; provided, however, that if the sale to the Prospective Purchaser is not completed within such 60-day period, the Offered Shares shall continue to remain subject to all the provisions of this Section 1.(b). If the Other Stockholder obtains the right to sell the Offered Shares to a Prospective Purchaser pursuant to this Section 1.(b), such Prospective Purchaser shall, as a condition to such sale, be required to execute and deliver a counterpart of this Agreement, whereby such Prospective Purchaser agrees to be subject to and bound by all of the terms and provisions of this Agreement to the same extent as the Stockholders party hereto. (iv) The closing of any purchase by the Principal Stockholder or the Corporation under this Section 1.(b) shall take place at the office of the Corporation or at such other place designated by the Corporation or the Principal Stockholder, as the case may be, on a date designated by the Corporation or the Principal Stockholder, as the case may be, which date shall not be more than 30 days following the expiration of the Principal Stockholder's or the Corporation's Option Period, as the case may be. (c) Notwithstanding anything to the contrary contained herein, the Other Stockholder and any Other Stockholder Affiliate shall have the right at any time during the term of this Agreement and at any time during such party's lifetime or upon such party's death to transfer, whether by sale, by gift inter vivos, by will, or by laws of descent and distribution, or otherwise, all or any portion of the shares of Common Stock of the Corporation then owned by it to (i) the Other Stockholder's spouse, children or grandchildren, (ii) a trust for the benefit of the Other Stockholder's spouse, children or grandchildren, or (iii) a partnership the general partner of which is the Other Stockholder or a corporation all of whose outstanding shares are owned of record and beneficially, by the Other Stockholder (each of the foregoing parties described in clauses (i)-(iii) above being an "Other Stockholder Affiliate" and being deemed to be included in the definition of the Other Stockholder for all purposes of this Agreement) and the provisions of Section 1.(b) hereof shall not apply to any such transfer. Any permitted assignee or designee of the Other Stockholder or an Other Stockholder Affiliate pursuant to this Section 1.(c) shall, as a condition to such transfer, be required to execute and deliver a counterpart of this Agreement, whereby such party agrees to be subject to and bound by all of the terms and provisions of this Agreement to the same extent as the Stockholders party hereto, and unless such an agreement is so executed and delivered, such transfer shall be null and void.

Restrictions on Disposition of Shares. (a) a. The Other Stockholder Restricted Stock shall not at be assignable or transferable except by will or the laws of descent and distribution; PROVIDED that the Committee may allow the Participant to transfer the Restricted Stock for no consideration to the Participant's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any time person sharing the Participant's household (other than a tenant or employee), a trust in which these persons have more than fifty percent of the beneficial interest, a foundation in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than fifty percent of the voting interests ("PERMITTED TRANSFEREES"). Except to the extent required by law, no right or interest of the Participant shall be subject to any lien, obligation or liability of the Participant. The rights of a Permitted Transferee shall be limited to the rights conveyed to such Permitted Transferee, who shall be subject to and bound by the terms of this Award Agreement between the Participant and the Company. The restrictions contained in this Section 4a. shall terminate with respect to the Applicable Percentage (as hereinafter defined) of the Restricted Stock during the period after Restriction Period. b. The Participant represents and warrants that he is acquiring the date Restricted Stock solely for his own account for investment and not with a view to or for sale in connection with any distribution thereof. The Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of this Agreement and prior to the second (2nd) anniversary any of the date Restricted Stock (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of this Agreement any Restricted Stock), except in compliance with the Securities Act of 1933, as amended (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered SharesSECURITIES ACT"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer rules and regulations of the Securities and Exchange Commission (the "Bona Fide OfferCOMMISSION") for the purchase thereunder, and in compliance with applicable state securities or "blue sky" laws and foreign securities laws, if any. Further, if any of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser Restricted Stock are to be disposed of in accordance with Rule 144 promulgated under the Securities Act (the "Prospective PurchaserRULE 144"), the Other Stockholder Participant shall give transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the Commission for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition. Furthermore, the Participant acknowledges and agrees that, in the event that the Company files a notice in writing (registration statement under the "Option Notice") Securities Act of 1933 with respect to each an underwritten public offering of any shares of its capital stock, the Participant will not effect any public sale or distribution of any shares of the Corporation Restricted Stock (other than as part of such underwritten public offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act of 1933, during the 20 days prior to and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and 180 days after the effective date of such Option Noticeregistration statement (if and to the extent so reasonably requested by the underwriters and if the underwriters similarly request such a holdback with respect to other executive officers). For a period The Participant understands and acknowledges that any sale, transfer or other disposition of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period")Restricted Stock by him will be subject to compliance with, and may be limited under, the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of thefederal securities laws and/or state "blue sky" securities laws.

Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a .a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Notice. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of the

Restrictions on Disposition of Shares. (a) The Other Stockholder Purchaser shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), selltransfer, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares Shares unless and until there is compliance with all of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, prior written consent.following requirements: (i) At any time after Purchaser shall have complied with all requirements of this Agreement applicable to the Initial Holding Period, the Other Stockholder shall not, without the prior written consent disposition of the Principal StockholdersShares. (ii) Purchaser shall have provided the Company with written assurances, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than in form and substance reasonably satisfactory to the Principal Stockholders Company, that (A) the proposed disposition does not require registration of the Shares under the Securities Act of 1933 (the “Securities Act”) or their designee(B) all appropriate action necessary for compliance with the registration requirements of the Securities Act or any exemption from registration available under the Securities Act (including Rule 144) has been taken. (b) The Company shall not be required (i) to transfer on its books any Shares which have been sold or transferred in violation of the provisions of this Agreement or (ii) to treat as the owner of the Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom the Corporation except upon Shares have been transferred in contravention of this Agreement. (c) The share certificate(s) evidencing the Shares issued hereunder shall be endorsed with the following terms and conditionslegends: Notwithstanding the foregoingTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if at any time after the expiration of the Initial Holding PeriodAS AMENDED (THE “ACT”). SUCH SECURITIES MAY NOT BE OFFERRED SOLD, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares")TRANSFERRED, and the Other Stockholder shall have received an irrevocable bona fidePLEDGED OR HYPOTHECATED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH OFFER, arm's-lengthSALE, written offer (the "Bona Fide Offer") for the purchase of the Offered SharesTRANSFER, for cashPLEDGE OR HYPOTHECATION, notes or other considerationOR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH OFFER, or any combination thereofSALE, from a prospective purchaser (the "Prospective Purchaser")TRANSFER, the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide OfferPLEDGE OR HYPOTHECATION MAY BE MADE PURSUANT TO RULE 144 OR IS OTHERWISE IN COMPLIANCE WITH THE ACT. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE ISSUER FILED UNDER THE SECURITIES ACT OF 1933, setting forth the price and terms and conditions of the proposed saleAS AMENDED, the name and address of the Prospective PurchaserAS SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, and the effective date of such Option NoticeA COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of theSUCH LOCKUP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Restrictions on Disposition of Shares. (a) The Other Stockholder shall not at any time during the period after the date of this Agreement and prior to the second (2nd) anniversary of the date of this Agreement (the "Initial Holding Period"), sell, assign, transfer, grant a proxy to any person to vote or otherwise act in respect of, grant a participation in, grant a security interest in, pledge, encumber or otherwise dispose of, whether by operation of law or otherwise (any of the foregoing being referred to hereinafter as a "Disposition"), any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee or to an Other Stockholder Affiliate (as defined in Section 1(c) hereof), except with the Principal Stockholders, ' prior written consent. (i) At any time after the Initial Holding Period, the Other Stockholder shall not, without the prior written consent of the Principal Stockholders, effect a Disposition of any shares of Common Stock, now owned or hereafter acquired by the Other Stockholder, other than to the Principal Stockholders or their designee, or to the Corporation except upon the following terms and conditions: Notwithstanding the foregoing, if at any time after the expiration of the Initial Holding Period, the Other Stockholder desires to sell all or any portion of the shares of Common Stock held by the Other Stockholder (the "Offered Shares"), and the Other Stockholder shall have received an irrevocable bona fide, arm's-length, written offer (the "Bona Fide Offer") for the purchase of the Offered Shares, for cash, notes or other consideration, or any combination thereof, from a prospective purchaser (the "Prospective Purchaser"), the Other Stockholder shall give a notice in writing (the "Option Notice") to each of the Corporation and the Principal Stockholders containing a copy of the original executed Bona Fide Offer, setting forth the price and terms and conditions of the proposed sale, the name and address of the Prospective Purchaser, and the effective date of such Option Notice. For a period of 20 business days following the effective date of such Option Notice (the "Principal Stockholders' Option Period"), the Principal Stockholders shall have an option, on the terms and conditions set forth in this Section 1(b), to purchase all or any portion of thethe Offered Shares. The Principal Stockholder's option may be exercised by giving a written counter-notice (a "Notice of Exercise") to the other Stockholder within the Principal Stockholders' Option Period, setting forth the number of the Offered Shares with respect to which the Principal Stockholders' option is exercised. If, upon the expiration of the Principal Stockholders' Option Period, the Principal Stockholders have failed to exercise their option to purchase all of the Offered Shares, then for a period of 15 business days following the expiration of the Principal Stockholders' Option Period (the "Corporation's Option Period"), the Corporation shall have an option on the terms and conditions set forth in this Section 1(b), to purchase all of the remaining Offered Shares. The Corporation's option may be exercised by giving a Notice of Exercise to the Other Stockholder within the Corporation's Option Period, setting forth the number of the Offered Shares with respect to which the Corporation's option is exercised. (i) Upon the timely giving of the Notice of Exercise by the Principal Stockholders and/or the Corporation, the Principal Stockholders and/or the Corporation, as the case may be, shall be obligated to purchase from the Other Stockholder, and the Other Stockholder shall be obligated to sell to the Principal Stockholders and/or the Corporation, as the case may be, the number of the Offered Shares with respect to which each such party's option has been exercised, at the price and on the terms and conditions specified in the Bona Fide Offer; provided, however, that if the Principal Stockholders and/or the Corporation do not give Notice(s) of Exercise setting forth their intention to purchase all of the Offered Shares, then in such event any Notice(s) of Exercise shall be null and void. If the Bona Fide Offer was for consideration consisting of other than cash or notes (or a combination thereof), or for consideration consisting in part of other than cash or notes (or a combination thereof), then the consideration to be paid by the Principal Stockholders and/or the Corporation, as the case may be, for the Offered Shares shall consist of cash or notes, to the extent that the consideration in the Bona Fide Offer consisted of cash or notes, and, to the extent such consideration consisted of other than cash or notes, a cash consideration equal to the fair market value of such non-cash or non-note consideration set forth in the Bona Fide Offer, which fair market value shall promptly be determined by an investment banker mutually acceptable to the Other Stockholder, the Principal Stockholders and the Corporation. If such parties are unable to agree within 60 days after the expiration of the Corporation's Option Period, the appraisal shall be conducted by an investment banker designated, upon the application of the Other Stockholder, the Principal Stockholders or the Corporation, by the American Arbitration Association in New York, New York. The cost of the appraisal shall be borne equally by the Other Stockholder, on the one hand, and the Principal Stockholders and/or the Corporation, on the other hand (such share of the Principal Stockholders and/or the Corporation to be borne by each of such parties in proportion to the number of the Offered Shares with respect to which each such party's option has been exercised). The decision of such investment banker shall be final and binding upon the Other Stockholder, the Principal Stockholders and the Corporation, and each of their respective heirs, legatees, administrators, executors, successors and assigns. (iii) If the Notice(s) of Exercise shall not have been duly given as to all of the Offered Shares as aforesaid by the Principal Stockholders and the Corporation, the Other Stockholder may, within a period of 60 days after the expiration of the Corporation's Option Period, sell the Offered Shares to the Prospective Purchaser upon the terms and conditions, and for a price not lower than the price, set forth in the Bona Fide Offer; provided, however, that if the sale to the Prospective Purchaser is not completed within such 60-day period, the Offered Shares shall continue to remain subject to all the provisions of this Section 1(b). If the Other Stockholder obtains the right to sell the Offered Shares to a Prospective Purchaser pursuant to this Section 1(b), such Prospective Purchaser shall, as a condition to such sale, be required to execute and deliver a counterpart of this Agreement, whereby such Prospective Purchaser agrees to be subject to and bound by all of the terms and provisions of this Agreement to the same extent as the Stockholders party hereto. (iv) The closing of any purchase by the Principal Stockholders or the Corporation under this Section 1(b) shall take place at the office of the Corporation or at such other place designated by the Corporation or the Principal Stockholders, as the case may be, on a date designated by the Corporation or the Principal Stockholders, as the case may be, which date shall not be more than 30 days following the expiration of the Principal Stockholders' or the Corporation's Option Period, as the case may be. (c) Notwithstanding anything to the contrary contained herein, the Other Stockholder and any Other Stockholder Affiliate shall have the right at any time during the term of this Agreement and at any time during such party's lifetime or upon such party's death to transfer, whether by sale, by gift inter vivos, by will, or by laws of descent and distribution, or otherwise, all or any portion of the shares of Common Stock of the Corporation then owned by it to (i) the Other Stockholder's spouse, children or grandchildren, or (ii) a trust for the benefit of the Other Stockholder's spouse, children or grandchildren (each of the foregoing parties described in clauses (i)-(ii) above being an "Other Stockholder Affiliate" and being deemed to be included in the definition of the Other Stockholder for all purposes of this Agreement) and the provisions of Section 1(b) hereof shall not apply to any such transfer. Any permitted assignee or designee of the Other Stockholder or an Other Stockholder Affiliate pursuant to this Section 1(c) shall, as a condition to such transfer, be required to execute and deliver a counterpart of this Agreement, whereby such party agrees to be subject to and bound by all of the terms and provisions of this Agreement to the same extent as the Stockholders party hereto, and unless such an agreement is so executed and delivered, such transfer shall be null and void.