Transferor Shareholder definition
Examples of Transferor Shareholder in a sentence
The Transferor Shareholder shall deliver written notice to the Corporation of the Transferor Shareholder's intention to Transfer all or a portion of his Shares (the "Offered Shares") pursuant to a bona fide third-party offer by first offering to sell such Offered Shares to the Corporation at the price and on the terms of said third-party offer (the "Offer").
The Corporation shall exercise this right by delivering written notice of its election to purchase such offered Shares to the Transferor Shareholder.
If the Transferor Shareholder and the Corporation cannot agree on a valuation within five (5) business days following the delivery of such notice, then the dispute shall be referred to a nationally recognized investment banking firm selected jointly by the Transferor Shareholder and the Corporation.
The Secretary or Assistant Secretary of the Corporation, as attorney-in-fact for and in the name of the Transferor Shareholder or Personal Representative, as the case may be, shall cause the purchased Shares to be transferred on the books of the Corporation to the Corporation and/or the Remaining Shareholders, as the case may be.
If the Transferor Shareholder and the Corporation cannot agree on the selection of an investment banking firm, then the Transferor Shareholder and the Corporation shall each select one (1) such firm and such firms shall designate a mutually acceptable investment banking firm with a nation-wide reputation to determine the aggregate value of all consideration proposed to be paid by the Corporation for the Offered Shares.
All determinations made pursuant to this Section 7.2 shall be final, conclusive and binding on the Transferor Shareholder and the Corporation.
For a period of thirty (30) days following the date the Offer is delivered by the Transferor Shareholder to the Corporation, the Corporation shall have the right to purchase any portion of the Shares offered.
At any time, upon the request of the Transferor Shareholder, the Trustee Shareholder shall undertake to immediately transfer the Share which he/she holds in trust to the Transferor Shareholder, or to any third party which the Transferor Shareholder may indicate, and fully comply with the Transferor Shareholder's instructions.
The closing of such transfer shall be held within the later of: (X) the twenty (20) day period following receipt of the Exercise Notice by the Transferor Shareholder or (Y) the twenty (20) day period following determination of the non-cash value of the purchase price by the Board of Directors of the Company or by an independent appraiser as described in Section 4(d).
Such right shall be exercisable by delivery of written notice ("Exercise Notice") to the Transferor Shareholder prior to expiration of the ten (10) day exercise period.