Common use of Voluntary Disposition Clause in Contracts

Voluntary Disposition. (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote of the Board of Directors. (b) Disposition of Stock after December 31, 1999. In the event that the Shareholder ("the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, to purchase all or any portion of his or her Stock (the "Shares") and the Offering Shareholder desires to sell his or her Shares pursuant to the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem all of the Shares included in such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained. If the Company does not exercise such right within the Option Period, or exercises such right only as to a portion of such shares, the Remaining Shareholders shall have the right for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") to purchase all of the Shares included in the Offer that are not purchased by the Company, upon the same terms as are available to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary of the Company whether such Remaining Shareholder wishes to exercise his or her right to purchase Shares and the maximum number of Shares that he or she wishes to purchase. (2) If the aggregate of the maximum number of Shares covered by the Offer to be purchased by all Remaining Shareholders exceeds the number of Shares available for purchase by them, the number of Shares offered shall be apportioned pro rata among the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting in any such computation shall be rounded to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusive.

Voluntary Disposition. (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote of the Board of Directors. (b) Disposition of Stock after December 31, 1999. In the event that the Shareholder ("the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, to purchase all or any portion of his or her Stock (the "Shares") and the Offering Shareholder desires to sell his or her Shares pursuant to the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem all of the Shares included in such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained. If the Company does not exercise such right within the Option Period, or exercises such right only as to a portion of such shares, the Remaining Shareholders shall have the right for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") to purchase all of the Shares included in the Offer that are not purchased by the Company, upon the same terms as are available to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary of the Company whether such Remaining Shareholder wishes to exercise his or her right to purchase Shares and the maximum number of Shares that he or she wishes to purchase.to (2) If the aggregate of the maximum number of Shares covered by the Offer to be purchased by all Remaining Shareholders exceeds the number of Shares available for purchase by them, the number of Shares offered shall be apportioned pro rata among the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting in any such computation shall be rounded to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusive. (3) If the maximum number of Shares to be purchased by the Remaining Shareholders is less than the Shares offered by the Offering Shareholder available for purchase by the Remaining Shareholders, or after successive allocations each Remaining Shareholder has been allocated the maximum number of Shares agreed to be purchased by him or her, and all Shares offered by the Offering Shareholder are still not allocated to a Remaining Shareholder, then the Company shall have the option to purchase the unallocated portion within the Second Option Period upon the same terms as were available to the Company in the Option Period. (4) If neither the Company nor the Remaining Shareholders exercises the right to purchase the entirety of the Shares within the time provided for such exercise, the Offering Shareholder shall be free to sell any remaining Shares so offered pursuant to the Offer, and only pursuant to the Offer, for a period of sixty (60) days following the end of the Second Option Period, provided, however, that the transferee of those Shares must first agree in writing to be bound by the terms and conditions of this Agreement that apply to the Shareholder. If no such sale is made by the Offering Shareholder within such 60-day period, then the restrictions set forth in this Agreement shall thereafter continue to apply to the Shares and no Stock, nor any interest therein, shall thereafter be disposed, whether pursuant to an Offer or otherwise, without again first complying with all of the provisions of this Agreement.

Voluntary Disposition. (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote of the Board of Directors. (b) Disposition of Stock after December 31, 1999. In the event that the Shareholder ("the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, to purchase all or any portion of his or her Stock (the "Shares") and the Offering Shareholder desires to sell his or her Shares pursuant to the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem all of the Shares included in such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained. If the Company does not exercise such right within the Option Period, or exercises such right only as to a portion of such shares, the Remaining Shareholders shall have the right for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") to purchase all of the Shares included in the Offer that are not purchased by the Company, upon the same terms as are available to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary of the Company whether such Remaining Shareholder wishes to exercise his or her right to purchase Shares and the maximum number of Shares that he or she wishes to purchase. (2) If the aggregate of the maximum number of Shares covered by the Offer to be purchased by all Remaining Shareholders exceeds the number of Shares available for purchase by them, the number of Shares offered shall be apportioned pro rata among the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting in any such computation shall be rounded to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusive. (4) If neither the Company nor the Remaining Shareholders exercises the right to purchase the entirety of the Shares within the time provided for such exercise, the Offering Shareholder shall be free to sell any remaining Shares so offered pursuant to the Offer, and only pursuant to the Offer, for a period of sixty (60) days following the end of the Second Option Period, provided, however, that the transferee of those Shares must first agree in writing to be bound by the terms and conditions of this Agreement that apply to the Shareholder. If no such sale is made by the Offering Shareholder within such 60-day period, then the restrictions set forth in this Agreement shall thereafter continue to apply to the Shares and no Stock, nor any interest therein, shall thereafter be disposed, whether pursuant to an Offer or otherwise, without again first complying with all of the provisions of this Agreement.

Voluntary Disposition. (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote of the Board of Directors. (b) Disposition of Stock after December 31, 1999. In the event that the Shareholder ("the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, to purchase all or any portion of his or her Stock (the "Shares") and the Offering Shareholder desires to sell his or her Shares pursuant to the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem all of the Shares included in such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained. If the Company does not exercise such right within the Option Period, or exercises such right only as to a portion of such shares, the Remaining Shareholders shall have the right for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") to purchase all of the Shares included in the Offer that are not purchased by the Company, upon the same terms as are available to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary of the Company whether such Remaining Shareholder wishes to exercise his or her right to purchase Shares and the maximum number of Shares that he or she wishes to purchase. (2) If the aggregate of the maximum number of Shares covered by the Offer to be purchased by all Remaining Shareholders exceeds the number of Shares available for purchase by them, the number of Shares offered shall be apportioned pro rata among the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting in any such computation shall be rounded to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusive. (3) If the maximum number of Shares to be purchased by the Remaining Shareholders is less than the Shares offered by the Offering Shareholder available for purchase by the Remaining Shareholders, or after successive allocations each Remaining Shareholder has been allocated the maximum number of Shares agreed to be purchased by him or her, and all Shares offered by the Offering Shareholder are still not allocated to a Remaining Shareholder, then the Company shall have the option to purchase the unallocated portion within the Second Option Period upon the same terms as were available to the Company in the Option Period. (4) If neither the Company nor the Remaining Shareholders exercises the right to purchase the entirety of the Shares within the time provided for such exercise, the Offering Shareholder shall be free to sell any remaining Shares so offered pursuant to the Offer, and only pursuant to the Offer, for a period of sixty (60) days following the end of the Second Option Period, provided, however, that the transferee of those Shares must first agree in writing to be bound by the terms and conditions of this Agreement that apply to the Shareholder. If no such sale is made by the Offering Shareholder within such 60-day period, then the restrictions set forth in this Agreement shall thereafter continue to apply to the Shares and no Stock, nor any interest therein, shall thereafter be disposed, whether pursuant to an Offer or otherwise, without again first complying with all of the provisions of this Agreement.

Voluntary Disposition. In the event a Shareholder (the “Transferor Shareholder”) wishes voluntarily to sell, make a gift of, pledge, grant an option to purchase, encumber, transfer or dispose of any interest in all or any part of the Stock owned by the Transferor Shareholder (the “Voluntarily Offered Stock”) in any manner, the Transferor Shareholder shall give the Corporation and the other Shareholders (the “Remaining Shareholders”) written notice of such intention to dispose of the Voluntarily Offered Stock, the terms of such disposition (including price and terms of payment), the name of the proposed transferee, and an offer to sell all of the Voluntarily Offered Stock to the Corporation and the Remaining Shareholders in accordance with the following: (a) Disposition For a period of thirty (30) days after receipt of such written notice, the Corporation shall have the option to purchase all or part of the Voluntarily Offered Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote Transferor Shareholder by giving written notice to the Transferor Shareholder of the exercise thereof. The decision of the Corporation to exercise such option shall be made by its Board of Directors, exclusive of any director who is also the Transferor Shareholder. (b) Disposition of Stock after December 31, 1999. In the event that the Shareholder ("the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, Corporation does not exercise its option to purchase all or any portion of his or her Stock (the "Shares") and the Offering Shareholder desires to sell his or her Shares pursuant to the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem buy all of the Shares included in Voluntarily Offered Stock within such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained. If the Company does not exercise such right within the Option Period, or exercises such right only as to a portion of such sharesthirty (30) day period, the Remaining Shareholders shall have an option to purchase all or part of the right Voluntarily Offered Stock or any remaining portion thereof, for an additional period of thirty (30) days upon the same terms and conditions as the Corporation, by giving written notice to the Transferor Shareholder of the exercise thereof. In the event two or more Shareholders wish to purchase the Voluntarily Offered Stock, each such Shareholder shall be entitled to purchase a portion of the shares of the Voluntarily Offered Stock in the same proportion as the number of shares of Stock then owned by such Shareholder bears to the total number of shares of Stock then owned by all such Shareholders electing to purchase such shares of the Voluntarily Offered Stock. (c) The purchase price and payment terms for the Voluntarily Offered Stock shall be as follows: (i) if the proposed transfer is a bona fide sale, the price and terms shall be the same as those agreed upon by the Transferor Shareholder and the proposed transferee; or (ii) if the proposed transfer is by any means other than a bona fide sale, the price and terms shall be as set forth in Sections 6 and 7 hereof, respectively. (d) The option of the Corporation and/or the Remaining Shareholders to purchase the Voluntarily Offered Stock shall be conditioned upon the purchase of all the shares of the Voluntarily Offered Stock. In the event the Corporation and/or the Remaining Shareholders shall have failed to exercise the option to purchase or shall have exercised their option to purchase less than all of the Voluntarily Offered Stock, the Transferor Shareholder shall be free for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") thereafter to purchase transfer all of the Shares included Voluntarily Offered Stock in accordance with the terms and to the transferee set forth in the Offer that are not purchased by Transferor Shareholder’s written notice of intended disposition; provided, however, the Company, upon the same terms as are available to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary of the Company whether such Remaining Shareholder wishes to exercise his or her right to purchase Shares and the maximum number of Shares that he or she wishes to purchase. (2) If the aggregate of the maximum number of Shares covered by the Offer intended transferee shall agree in writing to be purchased by all Remaining Shareholders exceeds subject to such terms, conditions and restrictions, if any, which the number of Shares available for purchase by them, the number of Shares offered shall be apportioned pro rata among Corporation and the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting in any such computation shall be rounded to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusiverequire.

Voluntary Disposition. In the event any Limited Partner (the “Transferring Partner”) desires to Dispose of any of such Limited Partner’s Partner­ship Interest, such Limited Partner shall, by written notice (the “Offering Notice”) given to the General Partner and to each other Partner, offer exclusively and irrevocably to sell all the Partnership Interest such Limited Partner desires to Dispose of to the Partnership and the other Partners. The notice shall state (a) Disposition of Stock prior to and on December 31, 1999. This Agreement prohibits the Shareholder from disposing of any Stock until after December 31, 1999, unless prior written consent is received from the Company, which consent can be given only upon a majority vote description of the Board Partnership Interest desired to be Disposed of, and the amount of Directors. the Percen­tage Interest being offered for sale, (b) Disposition the price (the “Offering Price”) and other terms upon which that Limited Partner desires to Dispose of Stock after December 31the Partnership Interest (provided that if there is no or only nominal consideration for the Disposition, 1999. In the Offering Price shall be the Fair Market Value of the Partnership Interest determined in accordance with Section 10.11 herein), (c) the amount and nature of any liens or encumbrances against the interest, (d) whether that Limited Partner is in default under any provision in this Agreement, and if so, the nature of the default, (e) the address at which notice can be given, and (f) the name or names of the persons other than Partners to whom the Partnership Interest will be sold in the event that neither the Shareholder ("Partnership nor the Offering Shareholder") receives a bona fide offer (the "Offer") after December 31, 1999, Partners elect to purchase all or any portion of his or her Stock (the "Shares") buy it. The Partnership and the Offering Shareholder desires to sell his or her Shares pursuant to Partners shall exercise their options under this Section 10.3, if at all, within the terms of the Offer, then the Offering Shareholder shall forthwith deliver to the Company written notice of such offer. Such written notice shall contain the name time and address of the bona fide offeror, and the bona fide purchase price offered for the Shares and all other terms of such offer. The Company shall convey such notice to each other shareholder who is at that time a current shareholder of the Company ("the Remaining Shareholders"). Within sixty (60) days after receipt by the Company of the written notice of the Offer (the "Option Period"), the Company shall have the right to purchase or redeem all of the Shares included in such Offer either upon the price and terms set forth in the Offer or, at the election of the Company, upon the price manner provided in Sections 10.9 and terms described in Article 5. A vote by the majority of the members of the Board of Directors shall be required to exercise or waive the option, except that a Director who is the proposed transferor may not participate in the voting, and shall not be included in the number of Directors when computing whether a majority vote of the member of the Board was obtained10.10 herein. If all the Company does Partnership Interest sought to be Disposed of under this Section 10.3 (or under Sections 10.6 or 10.7 below) is not exercise such right within the Option Period, or exercises such right only as to a portion of such shares, the Remaining Shareholders shall have the right for a period of thirty (30) days following the end of the Option Period ("the Second Option Period") to purchase all of the Shares included in the Offer that are not so purchased by the CompanyPartnership or the other Partners, the Transferring Partner may Dispose of the Partnership Interest so offered for sale hereunder (but not less than all) to any person named in the Offering Notice given at the same price and upon the same terms as are available stated in the Offering Notice, provided that if either (i) the Partnership Interest has not been finally so disposed of within 45 days after the date on which the options hereunder expired, and that party still desires to the Company as follows: (1) Each Remaining Shareholder shall, during the Second Option Period, advise the Secretary Dispose of any of the Company whether such Remaining Shareholder Partnership Interest, or (ii) that party wishes to exercise his or her right to purchase Shares and the maximum number Dispose of Shares that he or she wishes to purchase. (2) If the aggregate any of the maximum number of Shares covered by Partnership Interest at a price lower than, and/or on terms different than, and/or to a person different than, that stated in the Offer to be purchased by all Remaining Shareholders exceeds the number of Shares available for purchase by themOffering Notice, the number of Shares offered shall be apportioned pro rata among the Remaining Shareholders electing to purchase based upon a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders electing to purchase. Fractions resulting then in any such computation shall be rounded event, the Transferring Partner must first offer the Partnership Interest to the next whole number. If such computation results in a purchase of less than all Shares offered by the Offering Shareholder, then the difference between the number of Shares agreed to be purchased Partnership and the number of Shares offered shall be allocated to those Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to such Remaining Shareholders Partners in the first allocation. Such allocation shall be based on a fraction, the numerator of which is the number of Shares outstanding held by each such Remaining Shareholder and the denominator of which is the number which is the aggregate number of Shares outstanding held by all Remaining Shareholders who have offered to purchase a number of Shares greater than the number allocated to them. For the purpose of accomplishing the allocations set forth herein, the Secretary of the Company shall make the allocations and his or her determination as to the allocations shall be conclusivemanner provided in this Article 10.