Common use of Voluntary Transfer of Shares Clause in Contracts

Voluntary Transfer of Shares. (a) If Shareholder desires at any time during the term of this Agreement to voluntarily transfer the Shares in any manner, then Shareholder shall give written notice to the Corporation of such desire and of the number of Shares he desires to transfer (such number of Shares being hereinafter referred to as the "Sale Shares"). Such notice shall further specify the identity of the proposed transferee, the nature of the transfer (for example, sale, gift or devise), and the terms thereof. (b) For a period of thirty (30) days after receipt of the aforesaid notice, the Corporation shall have the right to purchase the Sale Shares at the purchase price determined under the provisions of Paragraph 2.5; provided, however, that if the notice of desire to transfer the Sale Shares shall be occasioned by Shareholder's receipt of an offer from a third party to purchase the Sale Shares, the purchase price per Share to be paid hereunder shall be the lesser of the purchase price determined under Paragraph 2.5 or the purchase price offered by the third party. The Corporation shall exercise its right of purchase by delivering to Shareholder within said thirty (30) day period, written notice specifying the number of Sale Shares to be purchased by the Corporation. (c) The closing on any sale of Sale Shares to the Corporation shall occur within thirty (30) days after expiration of the option period described in subparagraph 2.2