Common use of Restrictions on Share Transfers Clause in Contracts

Restrictions on Share Transfers. Notwithstanding Section --------------------------------------------- 4.4, the shares of the corporation are restricted shares and may not be sold, resold, assigned, pledged, gifted, or otherwise transferred (collectively "transferred") except in full compliance with federal and state securities laws, which may require registration of such stock or an exemption from registration. Shares thus may not be transferred by a shareholder unless that shareholder has first obtained written assurance from the corporation's attorney, at the expense of the shareholder, that such sale would not violate any federal or state law or regulation. After receiving such an assurance, the transferring shareholder may then freely transfer shares in a transaction in which no consideration is given or received for those shares, including without limitation transfers by bequest, by gift, in trust for estate planning purposes, and similar transfers. After receiving such an assurance in the case of a sale of the shares, if the proposed purchaser is not an existing shareholder, the selling shareholder shall deliver to the corporation and the other shareholders an offer in writing to sell all of those shares, at the price to be paid by the proposed purchaser, to the corporation and the other shareholders, in that order. The offer shall state the name of the prospective purchaser and shall include a copy of the corporation's counsel's opinion that no federal or state law or regulation would be violated by such sale to the other shareholders. The corporation shall have ten (10) days after receipt of the offer within which to accept or reject the offer, which may be accepted or rejected only as to all the shares offered. If the corporation rejects the offer, it shall immediately so notify the other shareholders in writing. The other shareholders of the corporation shall each have the right to purchase the same proportion of those offered shares as their beneficially-owned shares bear to the beneficial ownership of all issued and outstanding shares of the corporation, excluding those beneficially owned by the selling shareholder. The other shareholders shall have thirty (30) days after receipt of notice of the corporation's rejection of the selling shareholder's offer to accept or reject the offer, as to all of the shares offered, by a written notice delivered to the other shareholders including the selling shareholder. If an individual shareholder rejects the offer, the remaining shareholders may, within ten (10) days after receipt of that notice, accept the offer as to that shareholder's proportionate share, in the same proportion as their beneficial share ownership bears to the aggregate beneficial ownerships of all shareholders electing to purchase that share. Unless otherwise agreed, the purchase price to be paid for shares purchased as provided for above shall be paid within ten (10) days after delivery of the purchaser's acceptance of the offer to sell. All stock certificates of the corporation will bear legends stating the foregoing restrictions.

Restrictions on Share Transfers. Notwithstanding Section --------------------------------------------- 4.412.1 Inchcape shall not (other than to a Group Transferee (as defined in clause 12.8 below)) transfer, by one or more transactions, [*] or more of the Shares or any interest therein for a period of 365 days from the Launch Date (as defined in the License and Services Agreement). Subject to the provisions of this clause 12, Inchcape is and shall be entitled to transfer up to (but not including) [*] of the Shares or any interest therein by one or more transactions at any time after Completion. 12.2 If, without prejudice to clause 12.1 and subject to clause 12.8, prior to or within the one year period following the termination or expiry of the License and Services Agreement, Inchcape wishes to transfer any Shares or any interest therein (the "SALE SHARES") to a third party, Inchcape shall give to ABT notice in writing (a "TRANSFER NOTICE") of such desire together with details of any proposed third party purchaser thereof (the "THIRD PARTY PURCHASER"), the shares of purchase price and other material terms agreed between Inchcape and the corporation are restricted shares Third Party Purchaser and may not be sold, resold, assigned, pledged, gifted, or otherwise transferred (collectively "transferred") except in full compliance with federal and state securities laws, which may require registration of such stock or Transfer Notice shall constitute an exemption from registration. offer made by Inchcape to ABT to acquire the Sale Shares thus may not be transferred by a shareholder unless that shareholder has first obtained written assurance from on the corporation's attorney, at the expense of the shareholder, that such sale would not violate any federal or state law or regulation. After receiving such an assurance, the transferring shareholder may then freely transfer shares in a transaction in which no consideration is given or received for those shares, including without limitation transfers by bequest, by gift, in trust for estate planning purposes, and similar transfers. After receiving such an assurance terms specified in the case of a sale of the sharesTransfer Notice. A Transfer Notice shall, if the proposed purchaser is not an existing shareholderexcept as hereinafter provided, the selling shareholder shall deliver to the corporation and the other shareholders an offer in writing to sell all of those shares, at the price to be paid by the proposed purchaser, to the corporation and the other shareholders, in that order. The offer shall state the name of the prospective purchaser and shall include a copy of the corporation's counsel's opinion that no federal or state law or regulation would be violated by such sale to the other shareholders. The corporation shall have ten (10) days after irrevocable. 12.3 On receipt of the offer within which to accept or reject the offerTransfer Notice, which may be accepted or rejected only as to all the shares offered. If the corporation rejects the offer, it ABT shall immediately so notify the other shareholders in writing. The other shareholders of the corporation shall each have the right to purchase all (but not some only) of the same proportion Sale Shares on the terms specified in the Transfer Notice by giving written notice (the "ACCEPTANCE NOTICE") to Inchcape within 1 month of those the later of receipt of the Transfer Notice and the delivery to ABT of a copy of the report of any independent valuer appointed pursuant to clause 12.5. 12.4 ABT shall become bound to purchase the Sale Shares following the giving of the Acceptance Notice to Inchcape. In such event, completion of the sale and purchase of the Sale Shares shall take place within thirty days after the giving of such Acceptance Notice. At such completion the transferor shall deliver the Sale Shares free and clear of any liens, claims, options, charges, encumbrances and third party rights howsoever arising. ABT shall deliver, at closing, payment due from it in full in immediately available funds for the Sale Shares. Each of the parties shall use its reasonable endeavours to take or procure the taking of all such actions and to execute or procure the execution of such additional documents as are otherwise necessary or appropriate in connection therewith. (i) In the event that the consideration for the Sale Shares to be offered shares as their beneficiallyby the Third Party Purchaser is other than cash, an independent valuer (who shall be an internationally recognised investment banking or accountancy firm, experienced in the valuation of companies carrying on a similar business to that of the Third Party Purchaser) shall be appointed by Inchcape to assess the cash equivalent of such non-owned shares bear cash consideration and if, pursuant to clause 12.4, ABT shall become bound to purchase the Sale Shares, ABT shall deliver at closing to Inchcape an amount equal to the beneficial ownership of all issued and outstanding shares amount of the corporation, excluding those beneficially owned by cash equivalent so determined. (ii) Inchcape shall notify ABT within five days following the selling shareholder. The other shareholders shall have thirty (30appointment of an independent valuer pursuant to clause 12.5(i) days after receipt of notice of the corporation's rejection of the selling shareholder's offer to accept or reject the offer, as to all of the shares offered, by a written notice delivered to the other shareholders including the selling shareholder. If an individual shareholder rejects the offer, the remaining shareholders may, within ten (10) days after receipt of that notice, accept the offer as to that shareholder's proportionate shareand, in the same proportion as their beneficial share ownership bears event that ABT shall object to the aggregate appointment of such independent valuer within five days of being so notified by Inchcape, either Inchcape or ABT may request the President of the Institute of Chartered Accountants in England and Wales to nominate a suitable independent valuer for the purpose of assessing the cash equivalent of the non-cash consideration referred to in clause 12.5(i) who shall thereupon be appointed by Inchcape as aforesaid. 12.6 In the event that ABT do not exercise their pre-emption rights pursuant to clauses 12.2, 12.3 and 12.4 to acquire all (but not some only) of the Sale Shares, Inchcape shall (subject as hereinafter provided and to clause 4.2 (deferred consideration) be entitled to transfer the Sale Shares on a bona fide arm's length sale for the consideration, whether cash or non-cash consideration and other terms and, to the Third Party Purchaser if any specified in the Transfer Notice PROVIDED THAT (A) such transfer shall have been completed within a period of 180 days after the date of the Transfer Notice; and (B) if, as a result of such proposed transfer (and subject to sub-clause (D) below) Inchcape shall cease to own the entire beneficial ownerships interest in [*] or more of all shareholders electing the issued share capital of the Company or at least [*] of the votes generally exercisable at any general meeting thereof, Inchcape shall obtain ABT's prior written consent to purchase that share. Unless otherwise agreedsuch transfer, the purchase price such consent not to be paid for shares purchased as withheld where evidence and commitments are provided for above shall be paid within ten (10) days after delivery to the reasonable satisfaction of ABT that the Third Party Purchaser is financially able and willing to guarantee the actual and contingent payment obligations of the purchaser's acceptance Company to ABT pursuant to the License and Services Agreement; (C) if, as a result of such proposed transfer (and subject to sub-clause (D) below) Inchcape shall continue to own the entire beneficial interest in [*] or more of the offer to sell. All stock certificates issued share capital of the corporation will bear legends stating Company or at least [*] of the foregoing restrictionsvotes generally exercisable at any general meeting thereof, Inchcape shall obtain ABT's prior written consent to such transfer, such consent not to be unreasonably withheld or delayed; and (D) with respect to any proposed transfer of Shares permitted pursuant to this clause 12.6, Inchcape shall not transfer the Shares to a competitor.

Restrictions on Share Transfers. Notwithstanding Section --------------------------------------------- 4.412.1 Inchcape shall not (other than to a Group Transferee (as defined in clause 12.8 below)) transfer, by one or more transactions, 50% or more of the Shares or any interest therein for a period of 365 days from the Launch Date (as defined in the License and Services Agreement). Subject to the provisions of this clause 12, Inchcape is and shall be entitled to transfer up to (but not including) 50% of the Shares or any interest therein by one or more transactions at any time after Completion. 12.2 If, without prejudice to clause 12.1 and subject to clause 12.8, prior to or within the one year period following the termination or expiry of the License and Services Agreement, Inchcape wishes to transfer any Shares or any interest therein (the "SALE SHARES") to a third party, Inchcape shall give to ABT notice in writing (a "TRANSFER NOTICE") of such desire together with details of any proposed third party purchaser thereof (the "THIRD PARTY PURCHASER"), the shares of purchase price and other material terms agreed between Inchcape and the corporation are restricted shares Third Party Purchaser and may not be sold, resold, assigned, pledged, gifted, or otherwise transferred (collectively "transferred") except in full compliance with federal and state securities laws, which may require registration of such stock or Transfer Notice shall constitute an exemption from registration. offer made by Inchcape to ABT to acquire the Sale Shares thus may not be transferred by a shareholder unless that shareholder has first obtained written assurance from on the corporation's attorney, at the expense of the shareholder, that such sale would not violate any federal or state law or regulation. After receiving such an assurance, the transferring shareholder may then freely transfer shares in a transaction in which no consideration is given or received for those shares, including without limitation transfers by bequest, by gift, in trust for estate planning purposes, and similar transfers. After receiving such an assurance terms specified in the case of a sale of the sharesTransfer Notice. A Transfer Notice shall, if the proposed purchaser is not an existing shareholderexcept as hereinafter provided, the selling shareholder shall deliver to the corporation and the other shareholders an offer in writing to sell all of those shares, at the price to be paid by the proposed purchaser, to the corporation and the other shareholders, in that order. The offer shall state the name of the prospective purchaser and shall include a copy of the corporation's counsel's opinion that no federal or state law or regulation would be violated by such sale to the other shareholders. The corporation shall have ten (10) days after irrevocable. 12.3 On receipt of the offer within which to accept or reject the offerTransfer Notice, which may be accepted or rejected only as to all the shares offered. If the corporation rejects the offer, it ABT shall immediately so notify the other shareholders in writing. The other shareholders of the corporation shall each have the right to purchase all (but not some only) of the same proportion Sale Shares on the terms specified in the Transfer Notice by giving written notice (the "ACCEPTANCE NOTICE") to Inchcape within 1 month of those the later of receipt of the Transfer Notice and the delivery to ABT of a copy of the report of any independent valuer appointed pursuant to clause 12.5. 12.4 ABT shall become bound to purchase the Sale Shares following the giving of the Acceptance Notice to Inchcape. In such event, completion of the sale and purchase of the Sale Shares shall take place within thirty days after the giving of such Acceptance Notice. At such completion the transferor shall deliver the Sale Shares free and clear of any liens, claims, options, charges, encumbrances and third party rights howsoever arising. ABT shall deliver, at closing, payment due from it in full in immediately available funds for the Sale Shares. Each of the parties shall use its reasonable endeavours to take or procure the taking of all such actions and to execute or procure the execution of such additional documents as are otherwise necessary or appropriate in connection therewith. (i) In the event that the consideration for the Sale Shares to be offered shares as their beneficiallyby the Third Party Purchaser is other than cash, an independent valuer (who shall be an internationally recognised investment banking or accountancy firm, experienced in the valuation of companies carrying on a similar business to that of the Third Party Purchaser) shall be appointed by Inchcape to assess the cash equivalent of such non-owned shares bear cash consideration and if, pursuant to clause 12.4, ABT shall become bound to purchase the Sale Shares, ABT shall deliver at closing to Inchcape an amount equal to the beneficial ownership of all issued and outstanding shares amount of the corporation, excluding those beneficially owned by cash equivalent so determined. (ii) Inchcape shall notify ABT within five days following the selling shareholder. The other shareholders shall have thirty (30appointment of an independent valuer pursuant to clause 12.5(i) days after receipt of notice of the corporation's rejection of the selling shareholder's offer to accept or reject the offer, as to all of the shares offered, by a written notice delivered to the other shareholders including the selling shareholder. If an individual shareholder rejects the offer, the remaining shareholders may, within ten (10) days after receipt of that notice, accept the offer as to that shareholder's proportionate shareand, in the same proportion as their beneficial share ownership bears event that ABT shall object to the aggregate appointment of such independent valuer within five days of being so notified by Inchcape, either Inchcape or ABT may request the President of the Institute of Chartered Accountants in England and Wales to nominate a suitable independent valuer for the purpose of assessing the cash equivalent of the non-cash consideration referred to in clause 12.5(i) who shall thereupon be appointed by Inchcape as aforesaid. 12.6 In the event that ABT do not exercise their pre-emption rights pursuant to clauses 12.2, 12.3 and 12.4 to acquire all (but not some only) of the Sale Shares, Inchcape shall (subject as hereinafter provided and to clause 4.2 (deferred consideration) be entitled to transfer the Sale Shares on a bona fide arm's length sale for the consideration, whether cash or non-cash consideration and other terms and, to the Third Party Purchaser if any specified in the Transfer Notice PROVIDED THAT (A) such transfer shall have been completed within a period of 180 days after the date of the Transfer Notice; and (B) if, as a result of such proposed transfer (and subject to sub-clause (D) below) Inchcape shall cease to own the entire beneficial ownerships interest in 50% or more of all shareholders electing the issued share capital of the Company or at least 50% of the votes generally exercisable at any general meeting thereof, Inchcape shall obtain ABT's prior written consent to purchase that share. Unless otherwise agreedsuch transfer, the purchase price such consent not to be paid for shares purchased as withheld where evidence and commitments are provided for above shall be paid within ten (10) days after delivery to the reasonable satisfaction of ABT that the Third Party Purchaser is financially able and willing to guarantee the actual and contingent payment obligations of the purchaser's acceptance Company to ABT pursuant to the License and Services Agreement; (C) if, as a result of such proposed transfer (and subject to sub-clause (D) below) Inchcape shall continue to own the entire beneficial interest in 50% or more of the offer to sell. All stock certificates issued share capital of the corporation will bear legends stating Company or at least 50% of the foregoing restrictionsvotes generally exercisable at any general meeting thereof, Inchcape shall obtain ABT's prior written consent to such transfer, such consent not to be unreasonably withheld or delayed; and (D) with respect to any proposed transfer of Shares permitted pursuant to this clause 12.6, Inchcape shall not transfer the Shares to a competitor.