Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of the other Shareholders written notice thereof (the “Notice”).
Transfers by Shareholders. 26 SECTION 4.2 Transfer of Offered Securities to Third Parties...................................29 SECTION 4.3
Transfers by Shareholders. (a) Except for (i) transfers to a Permitted Transferee and (ii) the sale of securities contemplated by Sections 5 and 6 hereof, if, at any time following the seventh anniversary of the date hereof, a Shareholder other than Capricorn (the "Selling Shareholder") receives a bona fide offer, which it desires to accept (a "Transfer Offer"), to purchase any shares of Common Stock (or options, warrants or rights to subscribe for or purchase shares of Common Stock) owned by it, then the Selling Shareholder shall cause the Transfer Offer to be reduced to writing and shall deliver written notice of such Transfer Offer (a "Transfer Notice"), accompanied by a copy of such Transfer Offer, to the other Shareholders (individually and collectively referred to as the "Other Shareholders") and the Company, setting forth the identity of the offeror, the number of shares of Common Stock (or options, warrants, or rights to subscribe for or purchase shares of Common Stock) proposed to be transferred (the "Offered Securities"), the price per security contained in the Transfer Offer (the "Transfer Offer Price Per Security"), and all other terms applicable thereto. The Transfer Notice shall also contain an irrevocable offer by the Selling Shareholder to sell the Offered Securities to the Other Shareholders and the Company at a price equal to the Transfer Offer Price Per Security and upon substantially the same terms as contained in the Transfer Offer. In the event that the form of consideration specified in the Transfer Offer is other than cash, the Other Shareholders and the Company shall have the option of paying the Transfer Offer Price Per Security in cash in an amount equal to the fair market value of such consideration unless it is reasonably practicable to deliver substantially identical consideration, in which case the purchaser may so deliver. Fair market value shall be determined by a nationally recognized investment banking firm mutually acceptable to the parties, unless they agree otherwise.
Transfers by Shareholders. The Shareholders shall transfer to Purchaser the number of shares of Company’s voting common stock set forth on Schedule A attached hereto and incorporated herein, which shares, represent all of Company’s outstanding securities (together, the “FHP Shares”).
Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then Phoenix, the PC and/or any Shareholder (or such Shareholder’s legal representative or a lien creditor of such Shareholder exercising its remedies with respect to such Shareholder) shall provide the other parties hereto with written notice thereof (the “Notice”).
Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the P.C. and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the P.C., Manager and each of the other Shareholders written notice thereof within five (5) days of such Shareholder Event of Transfer (the “Notice”).
Transfers by Shareholders. Without the consent of the Board, and if required under applicable Law, the approval of the Shareholders, no Shareholder shall Transfer all or any part of its Shares except (a) in a Permitted Transfer or (b) as provided in Sections 4 or 5 of this Agreement.
Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then ACT, the PC and/or any Shareholder (or such Shareholder’s legal representative or a lien creditor of such Shareholder exercising its remedies with respect to such Shareholder) shall provide the other parties hereto with written notice thereof (the “Notice”).
Transfers by Shareholders. (A) Except in the case of (i) transfers to a Permitted Transferee, (ii) transactions that are otherwise permitted by Section 3.2, and (iii) transactions that are subject to Section 4.7, if at any time any Shareholder shall desire to sell or otherwise transfer any shares of Common Stock, Preferred Stock, Warrants or Other Rights owned by it to a Proposed Purchaser (such Shareholder desiring to sell or transfer shares of such Common Stock, Preferred Stock, Warrants or Other Rights being referred to herein as a "SELLING SHAREHOLDER"), then such Selling Shareholder shall deliver written notice of its intention to sell or transfer such securities (a "NOTICE OF INTENTION"), accompanied by a copy of a proposal relating to such sale (the "SALE PROPOSAL"), to each of the Investors, the Management Shareholders, the Barnett Management Shareholders and to the Company, setting forth such Xxxxxxg Shareholder's desire to make such sale, the number of shares of Common Stock, Preferred Stock, Warrants or Other Rights proposed to be transferred (THE "OFFERED SECURITIES"), and the price and terms on which such Selling Shareholder proposes to sell the Offered Securities (the "FIRST OFFER PRICE") and other terms applicable thereto.
Transfers by Shareholders. (a) Each of the Shareholders severally agrees not to Transfer any Shares, except (i) to any Permitted Transferee who shall have executed and delivered to the Company a Joinder Agreement and thereby becomes a party to this Agreement; (ii) in a registered public offering, including pursuant to the exercise of rights, if any, of such Shareholder under the Registration Rights Agreement, or in a sale subject to the provisions of Section 11.1 of the Registration Rights Agreement; (iii) on the terms, and subject to the conditions, set forth in Section 2.4 (Drag-Along Rights); (iv) on the terms, and subject to the conditions, set forth in Section 2.5 (Duty of First Offer) and Section 2.6 (Rights of Inclusion); (v) on the terms, and subject to the conditions, set forth in the Restricted Stock Purchase Agreements, if applicable; and (vi) in the case of DG and any other DG Party only (but not any other Transferee thereof, notwithstanding the provisions of Section 5.9 hereof (Successors and Assigns)), the bona fide pledge of Shares to a financial institution that has executed and delivered to the Company a Joinder Agreement to be bound only by Sections 2.1,2.2, 2.3(b) and 2.4 and Article V hereof and thereby become a party to this Agreement, which pledge is entered into for the sole purpose of securing indebtedness of DG or such other DG Party, as the case may be; and (vii) pursuant to the Recapitalization Transaction. Notwithstanding anything to the contrary contained herein and without any further action or consent by the parties to this Agreement, upon execution of a Joinder Agreement by a Permitted Transferee the names of each such Permitted Transferee shall be added under the appropriate heading on Annex I attached hereto.
