Common use of Transfer of Stockholder Shares Clause in Contracts

Transfer of Stockholder Shares. (a) The Minority Stockholders have entered into lockup agreements with the underwriters engaged in connection with the IPO. During each calendar quarter during which sales of Stockholder Shares are permitted to be made in accordance with any agreements (“Lockup Agreements”) with the underwriters engaged in connection with a Public Sale, and during each calendar quarter following the termination of the Lockup Agreements, any Minority Stockholder that desires to Transfer Stockholder Shares in an Open Market Transaction may only do so in accordance with the Lockup Agreements. A Minority Stockholder that desires to Transfer Stockholder Shares shall deliver a written notice to the Board setting forth the number of Stockholder Shares that such Minority Stockholder desires to sell in Open Market Transactions at least thirty (30) days prior to the date that such Minority Stockholder sells such Stockholder Shares, which notice shall also confirm to the Board that such transfer is permitted by the terms of the Lockup Agreements. The provisions of this Section 1 shall terminate and have no force or effect if at any time the CHS Group collectively own less than ten percent (10%) of the outstanding Common Stock. (b) In addition to the foregoing, (i) for a period of one year following the consummation of the IPO, 100% of the Stockholder Shares to be issued to Xxxx X. Xxxxxx (“Xxxxxx”) pursuant to Section 1(a)(x) of that certain IPO Bonus and Dividend Bonus Letter Agreement, dated September 16, 2010 and as amended December 2, 2011, by and between Xxxxxx and the Company (such shares, the “IPO Shares”), may not be Transferred without CHS’ prior written consent and (ii) for a period of two years following the consummation of the IPO, 50% of the IPO Shares may not be Transferred without CHS’ prior written consent.

Transfer of Stockholder Shares. (a) The Minority Stockholders have entered into lockup agreements with Unless otherwise approved in writing by all of the underwriters engaged in connection with Investors, prior to an initial public offering of the IPO. During each calendar quarter during which sales Common Stock Xxxxxxxxxxx shall not sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any Stockholder Shares are permitted held by him on the date hereof or hereafter acquired other than pursuant to be made the Xxxxxxxxxxx Option as in accordance with any agreements effect on April 20, 1994. (“Lockup Agreements”b) with the underwriters engaged Unless otherwise approved in connection with a Public Sale, and during each calendar quarter following the termination writing by all of the Lockup AgreementsInvestors, each United Stockholder agrees not to consummate any Minority Transfer until 30 days after the later of the delivery to the Company and the Investors of such United Stockholder's Offer Notice (as defined below), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 30-day period (the "Election Period") or the Transfer is pursuant to the Xxxxxxxxxxx Option, the Montville Option or the Xxxx Option as in effect on April 20, 1994. (c) Subject to the provisions of subparagraph 3(a), at least 30 days prior to making any Transfer of any Stockholder that desires to Transfer Shares, the transferring United Stockholder Shares in an Open Market Transaction may only do so in accordance with (the Lockup Agreements. A Minority Stockholder that desires to Transfer Stockholder Shares "Transferring Stockholder") shall deliver a written notice (the "Offer Notice") to the Board setting forth Company and the Investors. The Offer Notice shall disclose in reasonable detail the proposed number of Stockholder Shares that such Minority Stockholder desires to sell in Open Market Transactions at least thirty (30) days prior Transfer. First, the Company may elect to the date that such Minority Stockholder sells such Stockholder Shares, which notice shall also confirm to the Board that such transfer is permitted by the terms of the Lockup Agreements. The provisions of this Section 1 shall terminate and have no force purchase all or effect if at any time the CHS Group collectively own less than ten percent (10%) of the outstanding Common Stock. (b) In addition to the foregoing, (i) for a period of one year following the consummation of the IPO, 100% portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholders and the Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares within such ten day period, each Investor may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be issued purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to Xxxx X. Xxxxxx (“Xxxxxx”) pursuant the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to Section 1(a)(x) the Investors who have elected to purchase their Pro Rata Share. If the Company or any Investors have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that certain IPO Bonus and Dividend Bonus Letter Agreement, dated September 16, 2010 and as amended December 2, 2011, by and between Xxxxxx the Company and the Company (such sharesInvestors have not elected to purchase all of the Stockholder Shares being offered, the “IPO Shares”)Transferring Stockholder may, within 90 days after the expiration of the Election Period, transfer such Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may not be Transferred pledged without CHS’ the prior written consent of the Investors, which consent may be withheld in their sole discretion. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares on a fully-diluted basis. (d) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer of Stockholder Shares by any United Stockholder pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group or (ii) among its Affiliates; provided that the restrictions contained in this paragraph 3 shall continue to be applicable to the Stockholder Shares after any such Transfer and provided further that the transferees of such Stockholder Shares shall have agreed in writing to be bound by the provisions of this Agreement affecting the Stockholder Shares so transferred. "Family Group" means a Stockholder's spouse and descendants (whether natural or adopted) and any trust solely for a period of two years following the consummation benefit of the IPOStockholder and/or the Stockholder's spouse and/or descendants. "Affiliate" of a Stockholder means any other person, 50% entity or investment fund controlling, controlled by or under common control with an Investor and any partner of an Investor which is a partnership; and, in the IPO Shares may not be Transferred without CHS’ case of BT, "Affiliate" of BT shall also include any entity controlled by individuals who, immediately prior written consentto any applicable transfer, are officers of BT.

Transfer of Stockholder Shares. (a) The Minority Stockholders have entered into lockup agreements with Unless otherwise approved in writing by all of the underwriters engaged in connection with Investors, prior to an initial public offering of the IPO. During each calendar quarter during which sales Common Stock Xxxxxxxxxxx shall not sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any Stockholder Shares are permitted to be made in accordance with any agreements (“Lockup Agreements”) with held by him on the underwriters engaged in connection with a Public Sale, and during each calendar quarter following the termination of the Lockup Agreements, any Minority Stockholder that desires to Transfer Stockholder Shares in an Open Market Transaction may only do so in accordance with the Lockup Agreements. A Minority Stockholder that desires to Transfer Stockholder Shares shall deliver a written notice date hereof or hereafter acquired other than pursuant to the Board setting forth the number of Stockholder Shares that such Minority Stockholder desires to sell Xxxxxxxxxxx Option as in Open Market Transactions at least thirty (30) days prior to the date that such Minority Stockholder sells such Stockholder Shareseffect on April 20, which notice shall also confirm to the Board that such transfer is permitted by the terms of the Lockup Agreements. The provisions of this Section 1 shall terminate and have no force or effect if at any time the CHS Group collectively own less than ten percent (10%) of the outstanding Common Stock1994. (b) In addition Unless otherwise approved in writing by all of the Investors, each United Stockholder agrees not to consummate any Transfer until 30 days after the later of the delivery to the foregoingCompany and the Investors of such United Stockholder's Offer Notice (as defined below), unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 30-day period (ithe "Election Period") for a period of one year following or the consummation of Transfer is pursuant to the IPOXxxxxxxxxxx Option, 100% the Montville Option or the Xxxx Option as in effect on April 20, 1994. (c) Transfer. First, the Company may elect to purchase all or any portion of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholders and the Investors as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Stockholder Shares within such ten day period, each Investor may elect to purchase all (but not less than all) of his Pro Rata Share (as defined below) of the Stockholder Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 20 days after delivery of the Offer Notice. Any Stockholder Shares not elected to be issued purchased by the end of such 20-day period shall be reoffered for the ten-day period prior to Xxxx X. Xxxxxx (“Xxxxxx”) pursuant the expiration of the Election Period by the Transferring Stockholder on a pro rata basis to Section 1(a)(x) the Investors who have elected to purchase their Pro Rata Share. If the Company or any Investors have elected to purchase Stockholder Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notices, but in any event within 15 days after the expiration of the Election Period. To the extent that certain IPO Bonus and Dividend Bonus Letter Agreement, dated September 16, 2010 and as amended December 2, 2011, by and between Xxxxxx the Company and the Company (such sharesInvestors have not elected to purchase all of the Stockholder Shares being offered, the “IPO Shares”)Transferring Stockholder may, within 90 days after the expiration of the Election Period, transfer such Stockholder Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction or in installments over time, and no Stockholder Shares may not be Transferred pledged without CHS’ the prior written consent of the Investors, which consent may be withheld in their sole discretion. Each Stockholder's "Pro Rata Share" shall be based upon such Stockholder's proportionate ownership of all Stockholder Shares on a fully-diluted basis. (d) The restrictions contained in this paragraph 3 shall not apply with respect to any Transfer of Stockholder Shares by any United Stockholder pursuant to applicable laws of descent and distribution or among such Stockholder's Family Group or (ii) for a period of two years following among its Affiliates; provided that the consummation of restrictions contained in this paragraph 3 shall continue to be applicable to the IPO, 50% of Stockholder Shares after any such Transfer and provided further that the IPO Shares may not be Transferred without CHS’ prior written consent.-9-