Common use of Transfers of Securities Clause in Contracts

Transfers of Securities. representing Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred) of 5.0% or more pursuant to the following procedure (the "Sale Option"): (i) If a member of the Stockholder Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred), Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities. (ii) The Company shall give notice to the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, of the Sale Securities. (iii) If the Company or its designee shall not give the Seller notice of its election to purchase the Sale Securities within the specified period or shall for any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase or failure to purchase, to sell all or part of such Sale Securities to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 hereto.

Transfers of Securities. representing Voting Power (assuming a) Except as hereinafter provided, the conversion undersigned shall not assign, pledge, hypothecate or encumber, directly or indirectly, all or any Securities, voluntarily or involuntarily, without the prior written approval of all Convertible Preferred Stock the Corporation. (b) Notwithstanding any other provision contained in this Paragraph 9, upon the death, bankruptcy, insolvency, liquidation or dissolution of the undersigned, its interest in the Corporation shall descend to and vest in its legal representatives or other successors, subject to the terms and conditions of this Paragraph 9 (and to the obligation of the undersigned to make the contribution to the Corporation required on the Contribution Date), who shall agree in writing to be transferred) of 5.0% or more pursuant to the following procedure (the "Sale Option"):bound hereby. (i) If a member The undersigned shall, subject to all other terms and conditions of this Subscription Agreement, have the Stockholder Group right to sell and assign all or any part of his Securities upon compliance with the provisions of this Sub-Paragraph (c); provided, however, that the "Seller") determines that it wishes to seek a buyer for any assignee of the Securities such interest shall agree in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock writing to be transferredbound by the terms and provisions of this Paragraph 9 (and it being acknowledged that no such transaction shall relieve the undersigned from its obligation to make the contribution to the Corporation required on the Contribution Date), Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities. (ii) The Company If the undersigned desires to sell and assign any securities of the Corporation pursuant to a bona fide offer therefor he shall give first offer the same to the Corporation at a price equal to the dollar value of the consideration offered to the undersigned pursuant to such bona fide offer by written notice to the Seller within 15 days Corporation to that effect setting forth the terms of receiving such bona fide offer. The Corporation shall have the Sale Notice of whether the Company intends right and option to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, all of the Sale SecuritiesSecurities specified in such notice. Such right and option shall be exercised by the Corporation by giving written notice of exercise to the undersigned within 30 days after the receipt of the foregoing notice from the undersigned. (iii) If the Company or its designee Corporation shall not give the Seller notice of have exercised its election to purchase the Sale Securities right and option within the specified period or shall for any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Periodtime provided therefor, the Seller undersigned shall have the right, thereafter be free for a period of one year following such notice of election not to purchase or failure to purchase, 60 days to sell and assign the Securities to which such right and option related, free of the restriction of clause (ii) immediately preceding, but only on the terms set forth in such bona fide offer and to the offeror thereof. (iv) Notwithstanding any other provision contained in this Paragraph 9, but subject to the other terms and conditions of this Subscription Agreement, the undersigned may, at any time, sell, transfer, or assign all or any part of such Sale his Securities to any other person for a price equal to or exceeding entity controlling, controlled by or under common control with the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities undersigned, or to any such person pursuant member of the immediate family of the undersigned (extending to this Section 3.4(bparents, spouse, siblings, children or grandchildren), or to any trust for the benefit of the undersigned or any member of his immediate family, without compliance with the provisions of this Paragraph 9; provided, however, that the assignee of such person interest shall have entered into a stockholders agreement containing substantially agree to be bound by the same terms as and provisions of this Agreement, except for Sections 4.1 Paragraph 9 (and 4.2 heretoit being acknowledged that no such transaction shall relieve the undersigned from its obligation to make the contribution to the Corporation required on the Contribution Date).

Transfers of Securities. representing Voting Power (assuming a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide CBA with written notice of its determination to sell, transfer or convey such shares, and CBA shall, within five Business Days of receipt of such notice, give ABI written notice informing ABI as to whether it desires to negotiate the conversion purchase of all Convertible Preferred such shares of Common Stock. Promptly upon ABI's receipt of a written notice delivered by CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, CBA and ABI shall negotiate in good faith the terms governing the purchase and sale of such shares of Common Stock. In the event that ABI and CBA do not, within 30 days of ABI's receipt of the written notice from CBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to be transferredany other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving CBA a 15-day right of first refusal concerning the same. In the event that ABI does not sell, transfer or convey such shares or enter into an agreement to sell, transfer or convey such shares within 90 days, ABI may not sell, transfer or convey such shares without compliance with the notice and negotiation provisions of this Section 2.3(a). (b) The provisions of 5.0% Section 2.3(a) shall not apply to any sale, transfer or more conveyance of shares by ABI (i) in a registered public offering pursuant to the following procedure (the "Sale Option"): (i) If a member terms of the Stockholder Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred)Registration Rights Agreement, Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities. (ii) The Company shall give notice to the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have in connection with a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's tender or exchange offer made by any Person or Group other than ABI or its designee's purchase of allAffiliates, but not less than all, of the Sale Securities. (iii) If the Company as a result of any merger, consolidation or its designee shall not give the Seller notice share exchange of its election to purchase the Sale Securities within the specified period CBA with or shall for into any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase other Person or failure to purchase, to sell all or part of such Sale Securities (iv) to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 heretoAffiliate of ABI.

Transfers of Securities. representing Voting Power (assuming a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide CBA with written notice of its determination to sell, transfer or convey such shares, and CBA shall, within five Business Days of receipt of such notice, give ABI written notice informing ABI as to whether it desires to negotiate the conversion purchase of all Convertible Preferred such shares of Common Stock. Promptly upon ABI’s receipt of a written notice delivered by CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, CBA and ABI shall negotiate in good faith the terms governing the purchase and sale of such shares of Common Stock. In the event that ABI and CBA do not, within 30 days of ABI’s receipt of the written notice from CBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to be transferredany other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving CBA a 15-day right of first refusal concerning the same. In the event that ABI does not sell, transfer or convey such shares or enter into an agreement to sell, transfer or convey such shares within 90 days, ABI may not sell, transfer or convey such shares without compliance with the notice and negotiation provisions of this Section 2.3(a). (b) The provisions of 5.0% Section 2.3(a) shall not apply to any sale, transfer or more conveyance of shares by ABI (i) in a registered public offering pursuant to the following procedure (the "Sale Option"): (i) If a member terms of the Stockholder Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred)Registration Rights Agreement, Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities. (ii) The Company shall give notice to the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have in connection with a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's tender or exchange offer made by any Person or Group other than ABI or its designee's purchase of allAffiliates, but not less than all, of the Sale Securities. (iii) If the Company as a result of any merger, consolidation or its designee shall not give the Seller notice share exchange of its election to purchase the Sale Securities within the specified period CBA with or shall for into any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase other Person or failure to purchase, to sell all or part of such Sale Securities (iv) to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 heretoAffiliate of ABI.

Transfers of Securities. representing Voting Power Before any Purchaser (assuming which for purposes of this Section 18 shall include both the Purchasers and the holders of Common Stock) may transfer any of its shares of Preferred (including Common Stock issued upon conversion of all Convertible Preferred the Preferred) or Common Stock (either referred to as "Shares"), such Shares shall first be transferred) of 5.0% or more pursuant offered to the following procedure (the "Sale Option"):Company as follows: (ia) If a member of The Purchaser desiring to transfer the Stockholder Group Shares (the "Seller") determines that it wishes to seek shall deliver a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred), Seller shall provide written notice (a "Sale Notice") of to the Company stating (1) its bona fide intention to sell or transfer such Securities shares, (the "Sale Securities"). The Sale Notice shall specify 2) the number of Sale Securities and shares to be sold or transferred, (3) the cash price per share at for which the Company Seller proposes to sell or its designee may purchase transfer such shares and (4) the Sale Securitiesname of the proposed purchaser or transferee. (iib) The Within thirty (30) days after delivery of the Notice, the Company shall give notice may elect to purchase all or part of the shares referenced in the Notice, by delivery to the Seller within 15 days of receiving a written notice stating the Sale Notice number of whether the Company intends to purchase the Sale Securities, and if the Company shares it elects to purchase such Sale Securities, the Company shall have a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (referred to in this Section 18 as the "Sale Periodright of first refusal") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, of the Sale Securities). (iiic) If In the event that the Company or its designee shall not give fails to exercise in full the Seller notice right of its election to purchase the Sale Securities first refusal within the period specified period or shall for any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Periodabove, the Seller shall have the right, for a period of one year following such notice of election not to purchase or failure to purchase, hundred twenty (120) days thereafter to sell all or part of such Sale Securities to any other person for the shares referenced in the Notice at a price equal and upon terms no more favorable to or exceeding the price purchaser thereof than specified in the Sale Notice; provided however . In the event that before the Seller may has not sold such shares within such one hundred twenty (120) day period, the Seller shall not thereafter sell any of such shares without first offering such shares to the Sale Securities Company. (d) The provisions of this Section 18 shall not apply (and no Notice shall be required) to a transfer of any shares (1) by a Purchaser to any constituent partner of a Purchaser, where such person Purchaser is a partnership; provided, however, that any such transferee shall receive and hold such shares subject to the provisions of this Section 18 and there shall be no further transfer of such shares except in accordance herewith, and (ii) by a Purchaser as to shares sold as part of an initial public offering. (e) The right of first refusal granted pursuant to this Section 3.4(b), such person 18 shall have entered into a stockholders agreement containing substantially expire immediately prior to the same terms IPO Date. (f) So long as this AgreementSection 18 is in effect, except for Sections 4.1 each certificate representing shares of the Company's Registrable Securities, and 4.2 heretoany additional Common Stock issued upon any stock split, recapitalization or similar event, held by a Holder shall be stamped or otherwise imprinted with a legend in the following form (in addition to any other legends required under applicable federal or state securities laws): THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A RIGHT OF FIRST REFUSAL WHEREBY THE COMPANY HAS THE RIGHT TO PURCHASE THE SHARES REPRESENTED BY THIS CERTIFICATE PRIOR TO THE CONSUMMATION OF A SALE TO ANY OTHER PERSON. A COPY OF SUCH AGREEMENT MAY BE OBTAINED UPON A WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

Transfers of Securities. representing Voting Power (assuming a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide CBA with written notice of its determination to sell, transfer or convey such shares, and CBA shall, within five Business Days of receipt of such notice, give ABI written notice informing ABI as to whether it desires to negotiate the conversion purchase of all Convertible Preferred such shares of Common Stock. Promptly upon ABI's receipt of a written notice delivered by CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, CBA and ABI shall negotiate in good faith the terms governing the purchase and sale of such shares of Common Stock. In the event that ABI and CBA do not, within 30 days of ABI's receipt of the written notice from CBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to be transferredany other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving CBA a 15-day right of first refusal concerning the same. In the event that ABI does not sell, transfer or convey such shares or enter into an agreement to sell, transfer or convey such shares within 90 days, ABI may not sell, transfer or convey such shares without compliance with the notice and negotiation provisions of this Section 2.3(a). (b) The provisions of 5.0% Section 2.3(a) shall not apply to any sale, transfer or more conveyance of shares by ABI (i) in a registered public offering pursuant to the following procedure (the "Sale Option"): (i) If a member terms of the Stockholder Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred)Registration Rights Agreement, Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securities. (ii) The Company shall give notice to the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securities, and if the Company elects to purchase such Sale Securities, the Company shall have in connection with a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's tender or exchange offer made by any Person or Group other than ABI or its designee's purchase of allAffiliates, but not less than all, of the Sale Securities. (iii) If the Company as a result of any merger, consolidation or its designee shall not give the Seller notice share exchange of its election to purchase the Sale Securities within the specified period CBA with or shall for into any reason fail to effect a closing of the purchase of all of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase other Person or failure to purchase, to sell all or part of such Sale Securities (iv) to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 hereto.Affiliate of ABI. 2.4

Transfers of Securities. representing Voting Power (assuming the conversion a) Each Purchaser agrees ----------------------- that it will not offer to sell, assign, transfer or otherwise dispose of all Convertible Preferred Stock to be transferred) of 5.0% or more pursuant to the following procedure (the "Sale Option"): (i) If a member of the Stockholder Group (the "SellerTransfer") determines that it wishes to seek a buyer for any of the Securities except in transactions exempt from -------- registration under the Securities Act or in a transaction sale registered under the Securities Act. In connection with any proposed Transfer pursuant to such an exemption, the Purchasers agree that would result in a purchaser other than a member the Company may request an opinion of the Stockholder Group holding 5.0% or more Purchaser's counsel that such Transfer is not in violation of the Voting Power (assuming registration requirements of the conversion of all Convertible Preferred Stock to be transferred)Securities Act, Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company or its designee may purchase the Sale Securitiesother applicable law. (iib) The Company Each certificate representing the Securities shall give notice to bear legends in or substantially in the Seller within 15 days of receiving the Sale Notice of whether the Company intends to purchase the Sale Securitiesfollowing form: "THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, and if the Company elects to purchase such Sale SecuritiesAS AMENDED. NO TRANSFER, the Company shall have a period ending on the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (providedSALE OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS A REGISTRATION STATEMENT WITH RESPECT TO THESE SHARES HAS BECOME EFFECTIVE UNDER SAID ACT, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, of the Sale SecuritiesOR THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. (iiic) If BTI agrees that so long as any shares of Series A Preferred Shares are outstanding it will own and retain the Company or its designee shall not give the Seller notice right to vote at least a majority of its election to purchase the Sale Securities within the specified period or shall for such shares; provided, however, that BTI may Transfer any reason shares of Series A -------- ------- Preferred Stock (and thereby fail to effect a closing own and retain the right to vote such shares) to the extent necessary to comply with Regulation Y (12 C.F.R. PART 225) of the purchase Board of all Governors of the Sale Securities within the Sale Period, the Seller shall have the right, for a period of one year following such notice of election not to purchase or failure to purchase, to sell all or part of such Sale Securities to any other person for a price equal to or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities Federal Reserve System. Prior to any such person pursuant sale, at the request of the Company BTI and its counsel will meet with the Company to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 review and 4.2 hereto.discuss BTI's analysis of its non-compliance with Regulation Y.

Transfers of Securities. representing Voting Power (assuming a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide Redhook with written notice of its determination to sell, transfer or convey such shares, and Redhook shall, within five Business Days of receipt of such notice, give ABI written notice informing ABI as to whether it desires to negotiate the conversion purchase of all Convertible Preferred such shares of Common Stock. Promptly upon ABI's receipt of a written notice delivered by Redhook indicating a desire to negotiate the purchase and sale of such shares of Common Stock, Redhook and ABI shall negotiate in good faith the terms governing the purchase and sale of such shares of Common Stock. In the event that ABI and Redhook do not, within 30 days of ABI's receipt of the written notice from Redhook, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that Redhook does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to be transferredany other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving Redhook a 15 day right of first refusal concerning the same. In the event that ABI does not sell, transfer or convey such shares or enter into an agreement to sell, transfer or convey such shares within 90 days, ABI may not sell, transfer or convey such shares without compliance with the notice and negotiation provisions of this Section 5.3(a). (b) The provisions of 5.0% Section 5.3(a) shall not apply to any sale, transfer or more conveyance of shares by ABI (i) in a registered public offering pursuant to the following procedure (the "Sale Option"): (i) If a member terms of the Stockholder Registration Rights Agreement, (ii) in connection with a tender or exchange offer made by any Person or Group (the "Seller") determines that it wishes to seek a buyer for any of the Securities in a transaction that would result in a purchaser other than a member of the Stockholder Group holding 5.0% or more of the Voting Power (assuming the conversion of all Convertible Preferred Stock to be transferred), Seller shall provide written notice (a "Sale Notice") of its intention to sell such Securities (the "Sale Securities"). The Sale Notice shall specify the number of Sale Securities and the cash price per share at which the Company ABI or its designee may purchase the Sale SecuritiesAffiliates, (iii) as a result of any merger, consolidation or share exchange of Redhook with or into any other Person or (iv) to any Affiliate of ABI. (iic) The Company In the event of a Termination Date, ABI shall give notice be entitled to solicit and negotiate offers from any Person ("Purchaser") to purchase all or substantially all of the assets of Redhook or all of the outstanding securities of Redhook or to merge or consolidate into or with Redhook or to have Redhook merge or consolidate into it. At the request of ABI, Redhook shall provide to the Seller within 15 days of receiving the Sale Notice of Purchaser any information reasonably requested by Purchaser in connection with its determination whether the Company intends or not to purchase the Sale Securities, and if the Company elects extend an offer to purchase such Sale Securitiesassets or securities or to enter into such merger or consolidation transaction, subject only to agreement by Purchaser to preserve the confidentiality of such information in a form satisfactory in the reasonable judgment of Redhook. At the direction of ABI, the Company board of directors shall have create a period ending on committee composed entirely of Independent Directors and direct such committee to review any offer made by the later of fifteen (15) days after the date of the Sale Notice and five (5) days from the date of receipt of all necessary regulatory approvals (the "Sale Period") (provided, that in no event shall the Sale Period exceed one hundred eighty (180) days) within which to effect a closing of the Company's or its designee's purchase of all, but not less than all, of the Sale Securities. (iii) If the Company or its designee shall not give the Seller notice of its election Purchaser to purchase the Sale Securities within the specified period all or shall for any reason fail to effect a closing of the purchase of substantially all of the Sale Securities within assets of Redhook or all of the Sale Period, outstanding securities of Redhook or to enter into any merger or consolidation transaction with Redhook and to make recommendations with respect to such offer to the Seller Board of Directors. The committee shall have the right, for a period of one year following be authorized to engage an investment banking firm and other advisors to assist it in such notice of election not review and such recommendation and to purchase or failure to purchase, to sell all or part of such Sale Securities to incur any other person for expenses deemed advisable by it in connection with such review and recommendation. At the option of ABI, ABI may publicize and disclose any offer made by a price equal Purchaser. Nothing herein shall require the members of the Board of Directors to take any action that would violate their fiduciary duties to Redhook or exceeding the price specified in the Sale Notice; provided however that before the Seller may sell the Sale Securities to any such person pursuant to this Section 3.4(b), such person shall have entered into a stockholders agreement containing substantially the same terms as this Agreement, except for Sections 4.1 and 4.2 heretoits shareholders.