Common use of Transfers of Securities Clause in Contracts

Transfers of Securities. (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 purchase of 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 any 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).

Appears in 1 contract

Samples: Exchange and Recapitalization Agreement (Redhook Ale Brewery Inc)

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Transfers of Securities. (a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide Redhook CBA with written notice of its determination to sell, transfer or convey such shares, and Redhook 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 purchase of such shares of Common Stock. Promptly upon ABI's receipt of a written notice delivered by Redhook CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, Redhook 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 Redhook CBA do not, within 30 days of ABI's receipt of the written notice from RedhookCBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that Redhook CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to any other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving Redhook CBA a 15 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(a2.3(a).

Appears in 1 contract

Samples: Exchange and Recapitalization Agreement (Craft Brewers Alliance, Inc.)

Transfers of Securities. (a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide Redhook CBA with written notice of its determination to sell, transfer or convey such shares, and Redhook 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 purchase of such shares of Common Stock. Promptly upon ABI's receipt of a written notice delivered by Redhook CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, Redhook 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 Redhook CBA do not, within 30 days of ABI's receipt of the written notice from RedhookCBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that Redhook CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to any other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving Redhook CBA a 15 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(a2.3(a).. (b) The provisions of Section 2.3(a) shall not apply to any sale, transfer or conveyance of shares by ABI (i) in a registered public offering pursuant to the terms of the Registration Rights Agreement, (ii) in connection with a tender or exchange offer made by any Person or Group other than ABI or its Affiliates, (iii) as a result of any merger, consolidation or share exchange of CBA with or into any other Person or (iv) to any Affiliate of ABI. 2.4

Appears in 1 contract

Samples: Exchange and Recapitalization Agreement

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Transfers of Securities. (a) Prior to any sale, transfer or conveyance by ABI of any shares of Common Stock, ABI shall provide Redhook CBA with written notice of its determination to sell, transfer or convey such shares, and Redhook 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 purchase of such shares of Common Stock. Promptly upon ABI's ’s receipt of a written notice delivered by Redhook CBA indicating a desire to negotiate the purchase and sale of such shares of Common Stock, Redhook 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 Redhook CBA do not, within 30 days of ABI's ’s receipt of the written notice from RedhookCBA, agree upon the terms governing the purchase and sale of such shares of Common Stock or in the event that Redhook CBA does not deliver to ABI written notice indicating a desire to negotiate the purchase of such shares of Common Stock within such five five-day period, ABI may attempt to sell, transfer or convey such shares of Common Stock to any other Person, but shall not sell, transfer or convey such shares to any other party for cash, without giving Redhook CBA a 15 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(a2.3(a).

Appears in 1 contract

Samples: Exchange and Recapitalization Agreement (Anheuser-Busch Companies, Inc.)

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