Shareholders’ Option to Purchase. If any Shareholder shall intend to transfer his shares in the Corporation (a “Transferring Shareholder”) such Transferring Shareholder shall give notice (the “Transfer Notice”) to the remaining Shareholders (collectively, the “Non-Transferring Shareholders”) setting forth such intention, as well as all the terms of the Transferring Shareholder’s proposed sale, including, but not limited to, the name of the prospective purchaser, the proposed purchase price of the Transferring Shareholder’s Shares, whether any financing of the purchase price is required, the prospective closing date of the transfer and include an executed, written offer from the prospective purchaser containing the terms set forth herein. Thereupon, the Non-Transferring Shareholders shall have a non-assignable option to purchase all, but not less than all, of the Shares owned by the Transferring Shareholder as of the date of the Transfer Notice was given, under the terms and conditions set forth within the Transfer Notice, unless the Non-Transferring Shareholders and Transferring Shareholder agree, in writing, to other terms. If the Non-Transferring Shareholders, or any of them, accept the offer of the Transferring Shareholder as aforesaid, the shares covered thereby shall be purchased by the Non-Transferring Shareholders in a pro rata proportion to such Shareholders’ then ownership in the Corporation or in such other proportions as may be agreed upon in writing by the Non-Transferring Shareholders. If any of the Non-Transferring Shareholders does not accept the offer, his portion of the shares being offered shall be available for purchase by the remaining Non-Transferring Shareholder who had previously accepted the offer. The aforesaid option granted to the Non-Transferring Shareholders shall be exercisable by giving notice (the “Option Notice”) to the Transferring Shareholder and the Corporation within sixty (60) days after receipt of the Transfer Notice. In the event an Option Notice is given, the Transferring Shareholder shall be obligated to sell, and the Non-Transferring Shareholders who served an Option Notice shall be obligated to purchase all, but not less than all, of the Shares owned by the Transferring Shareholder as of the date the Transfer Notice was given.
Shareholders’ Option to Purchase. If for any reason the Company does ------------------------------- not exercise its option to purchase all of said Article 9 Shares, then the Company shall give each of the remaining Shareholders prompt written notice specifying the number of Article 9 Shares not purchased by the Company and other relevant information. Each of the remaining Shareholders shall have the option to purchase that portion of the Article 9 Shares not purchased by the Company that the number of Shares held by it or him bears to the number of Shares held by all Shareholders electing to purchase the Article 9
Shareholders’ Option to Purchase. If the Corporation does not exercise its option to purchase all or any portion of such Shares, the remaining Shareholder(s) within ninety (90) days of the Corporation's receipt of the Shareholder's Notice, may exercise an option to purchase any portion of such unpurchased Shares. Each remaining Shareholder shall have the right to purchase a "proportionate share" of the total number of Shares proposed to be transferred. The term "proportionate share" shall mean, with respect to each electing Shareholder, that portion of the Shares proposed to be transferred multiplied by a ratio, the numerator of which is the number or Shares which the electing Shareholder then owns and the denominator of which is the total number of Shares then owned by all electing Shareholders.
Shareholders’ Option to Purchase. If the Corporation shall not accept the offer as to any portion of the Shares offered, the Secretary of the Corporation shall give written notice to all of the remaining Shareholders who shall thereupon have the option, for an additional thirty (30) day period, to purchase all or any portion of said Shares not purchased by the Corporation at the same price and upon the same terms and conditions. Within thirty (30) days after the mailing of the notice, any Shareholder desiring to acquire any part or all of the Shares offered shall deliver to the Secretary a written election to purchase the Shares or a specified number of them. If the total number of Shares specified in the elections exceeds the number of available Shares, each Shareholder shall have priority, up to the number of Shares specified in his notice of election to purchase, to purchase such proportion of the available Shares as the number of the Corporation's Shares that he holds bears to the total number of the Corporation's Shares held by all Shareholders electing to purchase. The Shares not purchased on such a priority basis shall be allocated to those Shareholders electing to purchase more than the number of Shares to which they have a priority right, in the proportion that the number of Shares held by each of them bears to the number of Shares held by all of such electing Shareholders. As soon as the figures can be determined, the Secretary shall notify each Shareholder of the number of Shares as to which his election was effective, and such Shareholder shall meet the terms and conditions of the purchase within thirty (30) days thereafter.
