Common use of Sale or Transfer of Shares Clause in Contracts

Sale or Transfer of Shares. Subject to the Company's right of first refusal as set forth in Section 3 of the attached Settlement Agreement and subject to any applicable lock-up agreement on the part of Shareholder as provided in Section 13.B. of the attached Settlement Agreement, if at any time during the term of this Agreement the Shareholder desires to sell or transfer all or a portion of the Shares to a third party, he shall have the right to do so by notifying the Trustee in writing of his intent to sell or transfer such portion of the Shares. The Trustee shall make the appropriate notations in the records of the Trust and shall, after the transferor has delivered the Voting Trust Certificate(s) representing that portion of the Shares to be transferred to the Trustee for cancellation, issue new Voting Trust Certificate(s) to the transferee and transferor, as applicable, representing the portion of the Shares transferred to the transferee and the portion retained by the transferor, if applicable. Any transferee of such portion of the Shares shall become a party to and agree to be bound by this Agreement. Any purported transfer of all or a portion of the Shares to a person or entity that has not become a party to this Agreement shall be null and void. Any transferee of all or a portion of the Shares shall have all rights and shall be subject to all limitations of the transferor under the applicable Voting Trust Certificate and this Agreement with respect to the Shares so transferred to such transferee.

Sale or Transfer of Shares. Subject to the Company's right of first refusal as set forth described in Section 3 of the attached Settlement Agreement and subject to any applicable lock-up agreement on the part of each Shareholder as provided described in Section 13.B. 9.B. of the attached Settlement Agreement, if at any time during the term of this Agreement the a Shareholder desires to sell or transfer to a third party all or a portion of the Shares represented by Voting Trust Certificates issued to a third partysuch Shareholder, he shall have the right to do so by notifying the Trustee in writing of his intent to sell or transfer such portion of the Shares. The Trustee shall make the appropriate notations in the records of the Trust and shall, after the transferor has delivered the Voting Trust Certificate(s) representing that portion of the Shares to be transferred to the Trustee for cancellation, issue new Voting Trust Certificate(s) to the transferee and transferor, as applicable, representing the portion of the Shares transferred to the transferee and the portion retained by the transferor, if applicable. Any transferee of such portion of the Shares shall become a party to and agree to be bound by this Agreement. Any purported transfer of all or a portion of the Shares to a person or entity that has not become a party to this Agreement shall be null and void. Any transferee of all or a portion of the Shares shall have all rights and shall be subject to all limitations of the transferor under the applicable Voting Trust Certificate and this Agreement with respect to the Shares so transferred to such transferee. The Shareholders agree that any proceeds from the sale of such shares shall be delivered by Shareholders to Jeffrey A. Goldberg, Shareholders' Attorney.