Common use of DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES Clause in Contracts

DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES. 11.1 Default and Involuntary Transfers of Shares 39 11.2 Right to Purchase Pro Rata 40 11.3 Price 40 11.4 Exercise of Involuntary Transfer Option 40 11.5 Closing 40 12.1 Closing Procedures 40 12.2 Time and Place of Closing 40 12.3 Consents 41 12.4 Payment and Delivery 41 12.5 Default of Selling Shareholder 41 12.6 Sale Effective 42 12.7 Non-Completion by Intrawest 42 12.8 Power of Attorney 42 12.9 Consent to Transfer 42 12.10 Entitlement to Purchase Price 43 13.1 Conflict 43 13.2 Transferees to be Bound by Agreement 43 13.3 No Partnership 43 13.4 Time of the Essence 44 13.5 Benefit of the Agreement 44 13.6 Entire Agreement 44 13.7 Amendments and Waivers 44 13.8 Assignment 44 13.9 Termination 44 13.10 Severability 44 13.11 Notices 44 13.12 Governing Law 45