Common use of RESTRICTIONS ON THE TRANSFER OF SHARES Clause in Contracts

RESTRICTIONS ON THE TRANSFER OF SHARES. The right to transfer shares of the Amalgamated Corporation shall be restricted in that no shares shall be transferred without either: (a) the consent of the directors of the Amalgamated Corporation, expressed by a resolution passed by the directors or by an instrument or instruments in writing signed by a majority of the directors, which consent may be given either prior or subsequent to the time of transfer of such shares; or (b) the consent of the holder or holders of shares of the Amalgamated Corporation to which are attached at least a majority of the votes attached to all shares of the Amalgamated Corporation for the time being outstanding carrying a voting right either under all circumstances or under circumstances that have occurred and are continuing, expressed by resolution passed by such holder or holders or by an instrument or instruments in writing signed by such holder or holders, which consent may be given either prior or subsequent to the time of transfer of such shares. Notwithstanding the previous paragraph, a holder may transfer shares of the Amalgamated Corporation to a "related person" (as defined in the Business Corporations Act (Ontario)) of such holder, provided that written notice of such proposed transfer is given to the Amalgamated Corporation at least 10 days prior to the proposed transfer date and the proposed transferee agrees, in form satisfactory to the Amalgamated Corporation, to assume all obligations of the holder under any agreements with shareholders of the Amalgamated Corporation.

RESTRICTIONS ON THE TRANSFER OF SHARES. The right to transfer shares of the Amalgamated Corporation shall be restricted in that no shares shall be transferred without either:; (a) the consent of the directors of the Amalgamated Corporation, expressed by a resolution passed by the directors or by an instrument or instruments in writing signed by a majority of the directors, which consent may be given either prior or subsequent to the time of transfer of such shares; or (b) the consent of the holder or holders of shares of the Amalgamated Corporation to which are attached at least a majority of the votes attached to all shares of the Amalgamated Corporation for the time being outstanding carrying a voting right either under all circumstances or under circumstances that have occurred and are continuing, expressed by resolution passed by such holder or holders or by an instrument or 91 instruments in writing signed by such holder or holders, which consent may be given either prior or subsequent to the time of transfer of such shares. Notwithstanding the previous paragraph, a holder may transfer shares of the Amalgamated Corporation to a "related person" (as defined in the Business Corporations Act (Ontario)) of such holder, provided that written notice of such proposed transfer is given to the Amalgamated Corporation at least 10 days prior to the proposed transfer date and the proposed transferee agrees, in form satisfactory to the Amalgamated Corporation, to assume all obligations of the holder under any agreements with shareholders of the Amalgamated Corporation.