Common use of Voluntary Transfers of Shares Clause in Contracts

Voluntary Transfers of Shares. A. Except as otherwise expressly permitted elsewhere in this Agreement in connection with a transfer of shares to the Company, if the Shareholder desires to voluntarily dispose of some or all of his shares to a Permitted Transferee and only after compliance with the following provisions. The Shareholder shall first give written notice to the Company of his intention to dispose of such shares, identifying the number of shares that the Shareholder desires to dispose of, the proposed purchase price per share and the name of the proposed purchaser (the “Offer”) and attaching an exact copy of the Offer received by the Shareholder. B. Upon the Company’s receipt of such notice, the transferring Shareholder shall be deemed to have offered to sell to the Company all of the Shareholder’s shares sought to be purchased pursuant to the Offer. The Company shall have the right, but not the obligation, upon written notice to the transferring Shareholder to be given within thirty (30) days after receipt of notice of the Offer from the transferring Shareholder, to elect to purchase all such shares. C. The price per share to be paid pursuant to this Section 8 shall be the per share purchase price for each share as described in the Offer. To the extent that the Offer contains a purchase price which is either wholly or in part made up of non-cash items, the Company, if it elects to purchase all such shares pursuant to this Section 8, shall be permitted to substitute cash of equivalent value. D. When exercising the right granted in Section 8B above, the Company must elect to purchase all sha res which the Shareholder proposes to sell for the price and upon the same terms for payment of the price as are set forth in the Offer; provided, however, that if said Offer received by the transferring Shareholder shall provide for any act or action to be done or performed by the third party making such Offer at any time before or within thirty (30) clays following the last day for exercise of the Company’s right to purchase pursuant to Section 8B above, then the Company shall be deemed to have complied with the terms and conditions of such Offer if the Company does or performs such act or action within thirty (30) days following the last day for exercise of the Company’s right to purchase pursuant to Section 8B above. E. If the Company does not elect to purchase all of the shares which the transferring Shareholder proposes to sell pursuant to this Section 8 the Shareholder may accept the Offer which the transferring Shareholder mailed with his, her or its notice to the Company pursuant to Section 8A above and transfer, subject to Sections 6 and 25 hereof, all, but not less than all, of the Shares which he, she or it proposes to sell pursuant thereto on the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall be bound by the provisions of this Agreement (including without limitation, Sections 6 and 25 hereof) as provided by Section 11 below. F. If any such sale contemplated in Section 8C above is not completed within ninety (90) days after the date notice is received by the Company under Section 8A above, all such shares shall again become subject to all of the restrictions and provisions of this Agreement.

Voluntary Transfers of Shares. A. (a) Except as otherwise expressly permitted elsewhere in this Agreement in connection with a transfer of shares Shares to the Company, if the a Shareholder desires desiring to voluntarily dispose of some or all of his shares his, her or its Shares to a Permitted Transferee (whether or not such Permitted Transferee is a Shareholder) may do so only pursuant to receipt of a bona fide offer to purchase from such Permitted Transferee (the “Offer”) and only after compliance with the following provisions. The Such transferring Shareholder shall first give written notice to the Company of his his, her or its intention to dispose of such sharesShares, identifying the number of shares Shares that the such Shareholder desires to dispose of, the proposed purchase price per share Share and the name of the proposed purchaser (the “Offer”) and attaching an exact copy of the Offer received by the such Shareholder. B. (b) Upon the Company’s receipt of such notice, the transferring Shareholder shall be deemed to have offered to sell to the Company all of the Shareholder’s shares Shares sought to be purchased pursuant to the Offer. The Company shall have the right, but not the obligation, upon written notice to the transferring Shareholder to be given within thirty (30) days after receipt of notice of the Offer from the transferring Shareholder, to elect to purchase all such sharesShares. C. (c) The price per share to be paid pursuant to this Section 8 4 shall be the per share purchase price for each share Share as described in the Offer. To the extent that the Offer contains a purchase price which is either wholly or in part made up of non-cash items, the Company, if it elects to purchase all such shares Shares pursuant to this Section 84, shall be permitted to substitute cash of equivalent value. D. (d) When exercising the right granted in Section 8B 4(b) above, the Company must elect to purchase all sha res Shares which the transferring Shareholder proposes to sell for the price and upon the same terms for payment of the price as are set forth in the Offer; provided, however, that if said Offer received by the transferring Shareholder shall provide for any act or action to be done or performed by the third party making such Offer at any time before or within thirty (30) clays days following the last day for exercise of the Company’s right rights to purchase pursuant to Section 8B 4(b) above, then the Company shall be deemed to have complied with the terms and conditions of such Offer if the Company does or performs such act or action within thirty (30) days following the last day for exercise of the Company’s right to purchase pursuant to Section 8B 4(b) above. E. (e) If the Company does not elect to purchase all of the shares Shares which the transferring Shareholder proposes to sell pursuant to this Section 8 4, the transferring Shareholder may accept the Offer which the transferring Shareholder mailed with his, her or its notice to the Company pursuant to Section 8A 4(a) above and transfer, subject to Sections 6 2 and 25 21 hereof, all, but not less than all, of the Shares which he, she or it proposes to sell pursuant thereto on the same terms and conditions set forth in such Offer, provided that any transferee of such Shares shall be bound by the provisions of this Agreement (including without limitation, Sections 6 2 and 25 21 hereof) as provided by Section 11 7 below. F. (f) If any such sale contemplated in Section 8C 4(c) above is not completed within ninety (90) days after the date notice is received by the Company under Section 8A 4(a) above, all such shares Shares shall again become subject to all of the restrictions and provisions of this Agreement.

Voluntary Transfers of Shares. A. Except as otherwise expressly permitted elsewhere in this Agreement in connection with If a transfer of shares to the Company, if the Shareholder desires to voluntarily dispose of some sell, donate, pledge, hypothecate, encumber or all of his shares to a Permitted Transferee and only after compliance with otherwise transfer any Shares, such Shareholder (the following provisions. The Shareholder “offeror”) shall first give written notice thereof to the Company of his intention to dispose of such sharesCorporation and the other Shareholders (the “offeror’s notice”), identifying which notice shall set forth the number of shares that Shares to be transferred, the Shareholder desires to dispose ofname and address of the proposed transferee or other parties in question, the proposed purchase price per share or consideration to be paid or given, and the name all other pertinent details of the proposed purchaser sale, donation, pledge, hypothecation, encumbrance or other transfer. The Offeror’s notice also shall contain an offer to sell such Shares to the Corporation and the other Shareholders, in accordance with the provisions of this Article 2. For a period of sixty (60) days after receipt of offeror’s notice (the “Offerinitial option period”) and attaching an exact copy ), the Corporation shall have the right to purchase all or any part of the Offer received Shares offered for the price and upon the terms and conditions provided in this Article 2, by giving notice of its intention to purchase to the offeror and to the other Shareholders within the initial option period. The Corporation shall have the right to assign and transfer this option. If the Corporation fails, refuses or is legally unable to exercise its options to purchase all or any part of the Shares offered within the initial option periods, the other Shareholders shall have the right to purchase all or any part of the Shares offered as are not purchased by the Shareholder. B. Upon Corporations, for the Company’s receipt price and upon the terms and conditions provided in this Article 2, by giving noticed of such notice, the transferring Shareholder shall be deemed intention to have offered to sell purchase to the Company offeror and all other parties hereto within ten (10) days after the expiration of the initial option period. Each of the other Shareholders shall have the right to purchase that portion of the Shares offered and not purchased by the Corporation as the number of Shares owned by each bears to the total number of Shares owned by all of the Shareholder’s shares sought Shareholders (other than the offeror). If a Shareholder does not elect to be purchase his full portion of such Shares within ten (10) days after the expiration of the initial option period, the remaining Shareholders shall have the right to purchase, in the aforesaid proportions, all of the Shares not purchased by giving notice of intention to purchase to the offeror and all other parties hereto on or before the date which is twenty (20) days after the expiration of the initial option period. The purchase price of each of the Shares purchased by the Corporation or the other Shareholders pursuant to the Offeroptions provided in this Article 2 shall be the lesser of the purchase price set forth in the offeror’s notice or the purchase price determined in accordance with the provisions of Article 6 below. The Company following terms and conditions shall have the right, but not the obligation, upon written notice apply to the transferring Shareholder purchase of any Shares pursuant to the options provided in this Article 2: (a) Not less than ten (10) percent of the purchase price of the Shares shall be paid in cash or by certified check by the purchaser to the offeror within ten (10) days after the date on which the notice of intention to purchase was given by the purchaser. Any balance of the purchase price shall be paid to the offeror in cash or by certified check, or, at the option of the purchases, in 36 consecutive equal monthly installments, with the first installment to be given within due thirty (30) days after the notice of intention to purchase was given by the purchaser, and with each subsequent installment to be due on the same day of each succeeding month. This obligation shall be evidenced by a negotiable installment note to the order of the offeror providing for : (i) interest at the rate of prime plus 2 percent per annum on the unpaid principal balance; (ii) the right of prepayment without penalty; and (iii) acceleration of the entire unpaid principal balance in the event of a default in the payment of principal or interest for more than ten (10) days after notice and demand. If the Corporation is the purchases, said installment note shall be guaranteed personally by the other Shareholders. Said installment note and the guarantees of the other Shareholders shall be executed and delivered simultaneously with the payment provided for in clause (a) above. Upon receipt of notice of the Offer from cash payment and the transferring Shareholder, to elect to purchase all such shares. C. The price per share to be paid pursuant to this Section 8 shall be the per share purchase price for each share as described in the Offer. To the extent that the Offer contains a purchase price which is either wholly or in part made up of non-cash items, the Companyinstallment note, if it elects to purchase all such shares pursuant to this Section 8any, shall be permitted to substitute cash of equivalent value. D. When exercising the right granted required in Section 8B clauses (a) and (b) above, the Company must elect offeror shall deliver to purchase all sha res which the Shareholder proposes Corporation the certificate(s) evidencing the Shares of the offeror, with any other instruments required by the Corporation, so that full and complete title to sell the Shares can be transferred on the books of the Corporation. If Shares of the offeror have been purchased by delivery of an installment note, then, after the Shares have been transferred as provided in clause (c), the new certificate for said Shares shall be delivered by the price and upon Corporation to the same terms offeror to be held as collateral security for payment of the price as are set forth in the Offer; provided, however, that if said Offer received installment note. Upon payment of all indebtedness evidenced by the transferring Shareholder shall provide installment noted, the new certificate for any act or action to be done or performed by the third party making such Offer at any time before or within thirty (30) clays following the last day for exercise of the Company’s right to purchase pursuant to Section 8B above, then the Company said Shares shall be deemed delivered to have complied with the terms and conditions of such Offer if the Company does or performs such act or action within thirty (30) days following the last day for exercise of the Company’s right to purchase pursuant to Section 8B above. E. purchaser. If the Company does Corporation and the other Shareholders do not elect to purchase all of the shares Shares which are the transferring Shareholder proposes subject of the offeror’s notice, the offeror may sell, donate, pledge, hypothecate, encumber or otherwise transfer the Shares not purchased to sell the transferee designated in offeror’s notice, for the consideration and upon the terms and condition set forth there, but not otherwise. If the transfer of any Shares is not completed within sixty (60) days after the expiration of the aforesaid options, such Shares may not thereafter be transferred unless they again are offered to the Corporation and the other Shareholders in accordance with this Article 2. If all of the Shares of the offeror have been sold hereunder, the offeror shall have the right to purchase the life insurance policies on his life listed in Exhibit B hereto, within sixty (60) days after the payment in full of the purchase price for all of the Shares, including any indebtedness evidenced by an installment note. The purchase price for each policy shall be paid in cash or by certified check, and shall be: (a) the aggregate of the interpolated terminal reserve of the policy as of the date of purchase, plus the value of any dividends or dividend accumulations credited to the policy, plus the unearned portion of the premium paid beyond the date of purchase, less (b) any indebtedness against the policy and policy loan interest accrued to the date of purchase. If the offeror purchases a policy or policies pursuant to this Section 8 paragraph, the Shareholder may accept the Offer which the transferring Shareholder mailed with his, her or its notice Corporation shall execute all instruments necessary to transfer full title thereto and shall deliver to the Company pursuant offeror the policy or policies and said instruments. If the offeror shall fail to Section 8A above and transferpurchase the policy or policies with said sixty (60) day period, subject the Corporation may dispose of or deal with them in any manner it desires. If the offeror dies before the full payment of the purchase prices for all of the Shares, the Corporation, if it is the purchaser, shall use the proceeds of the life insurance policies on the offeror’s life to Sections 6 and 25 hereofpay the balance of the purchase price, all, but not less than all, including any indebtedness evidenced by an installment note. If all of the Shares which heof the offeror have been sold hereunder, she the offeror shall have the right to purchase the disability insurance policies insuring against the disability of the offeror listed in Exhibit Causing hereto, within sixty (60) days after the payment in full of the purchase price for all of the Shares, including any indebtedness evidenced by an installment note. The purchase price for each policy shall be paid in cash or by certified check, and shall be the unearned portion of the premium paid beyond the date of purchase. If the offeror purchases a policy or policies pursuant to this paragraph, the Corporation shall execute all instruments necessary to transfer full title thereto and shall deliver to the offeror the policy or policies and said instruments. If the offeror shall fail to purchase the policy or policies within said sixty (60) day period, the Corporation may dispose of or deal with them in any manner it proposes desires. If the offeror becomes disabled before the full payment of the purchase price for all of the Shares, the Corporation, if it is the purchaser, shall use the proceeds of the disability insurance policies insuring against the disability of the offeror to pay the balance of the purchase price, including any indebtedness evidenced by an installment note. If the Shares of any Shareholder are involuntarily transferred to a pledge, judgment creditor, assignee for the benefit of creditors, receiver, trustee in bankruptcy or other person, such transfer shall be deemed to constitute a notice of the Corporation and the other Shareholders, as of the date of such transfer offering to sell pursuant thereto on all of the same Shares affected upon the terms and conditions set forth provided in such Offerthis Article 2 for a price determined in accordance with the provision of Article 6 hereof. No pledge, provided that judgment creditor, assignee for the benefit of creditors, receiver, trustee in bankruptcy or other holder of Shares, without regard to the manner of acquisition of the Share or the nature of the interest therein, shall sell, donate, pledge, hypothecate, encumber or otherwise transfer any transferee of such Shares shall be bound by without complying with the provisions of this Agreement (including without limitation, Sections 6 and 25 hereof) in the same manner as provided by Section 11 belowif such holder or person asserting the interest in such Shares was named as a Shareholder herein. F. If any such sale contemplated in Section 8C above is not completed within ninety (90) days after the date notice is received by the Company under Section 8A above, all such shares shall again become subject to all of the restrictions and provisions of this Agreement.