The Transfer Notice. 5.2.1 shall specify the identity of a bona fide purchaser (the "PURCHASER") or that the Common Stock is to be Transferred pursuant to the exercise of rights under the Registration Rights Agreement or other securities law exemption; 5.2.2 shall specify the number of shares desired to be Transferred (the "OFFERED STOCK"); 5.2.3 shall specify the bona fide price per share which the Purchaser is willing to pay for the Offered Stock or in the case of a Transfer pursuant to the exercise of rights under the Registration Rights Agreement the average of the Closing Prices on the ten previous Trading Days; 5.2.4 shall, without prejudice to the right of Getty Investments to purchase all or any part thereof, constitute Getty Investments by its Directors as the Vendor's agents to offer and sell the Offered Stock in accordance with the terms of this Agreement at the price per share specified in the Transfer Notice; and 5.2.5 shall not be withdrawn except as provided in paragraph 5.5.2(a).
Appears in 5 contracts
Samples: Shareholder Agreement (Crediton LTD), Shareholder Agreement (October 1993 Trust), Shareholder Agreement (Getty Images Inc)