Common use of Presencia Restrictions Clause in Contracts

Presencia Restrictions. The Purchaser and Presencia hereby agree with each other that, for so long as the Purchaser, together with its affiliates, continues to hold at least 75% of the Original Investment (as defined in the Stock Purchase Agreement), Presencia desires to Transfer in a transaction or series of transactions any Shares to any other Person, Presencia shall first notify the Purchaser in writing (a "Proposal Notice") at least 30 but not more than 60 days prior to the proposed date of Transfer of the possibility of such a transaction and the number of Shares proposed to be Transferred; provided, however, that Presencia need not provide a Proposal Notice to the Purchaser in relation to any such Transfers to its affiliates (as defined under Rule 405 of the Securities Act of 1933, as amended) or, if such affiliate is an individual, any such affiliate's immediate family (meaning such affiliate's spouse, parents, children, adopted children, stepchildren and grandchildren), trusts solely or primarily for the benefit of such individual or such individual's immediate family members, and corporations, partnerships, limited liability companies or other entities in which such individual or such individual's family members and/or trusts are the majority equity holders as the case may be, if and only if such transferee shall have, prior to such Transfer, executed and delivered an agreement, in form and substance reasonably satisfactory to the Purchaser, agreeing to be bound by the terms of this Agreement to the extent that Presencia is bound. Following the Purchaser's receipt of a Proposal Notice, Presencia shall discuss with the Purchaser the possibility of effecting such a transaction with the Purchaser. If the Purchaser wishes to pursue such a transaction and is capable of completing such a transaction, then, for a period of 30 days after the Purchaser's receipt of the Proposal Notice (or such shorter period if the Purchaser responds in writing that it is not interested in pursuing such a transaction), Precenia shall negotiate in good faith and exclusively with the Purchaser to determine whether it is possible to agree to such a transaction with the Purchaser but shall not be obligated to enter into any agreement with the Purchaser to do so. Presencia shall be free to negotiate and to initiate and hold discussions with other potential purchasers at any time before the Proposal Notice or after the expiration of such 30-day or shorter period and may agree to enter into such a transaction at any time after the expiration of such 30-day or shorter period even if such transaction has a lower value to the Shareholder than any transaction proposed by the Purchaser. The Purchaser agrees to keep confidential the fact that Presencia is considering effecting such a transaction, the possible terms thereof and any confidential information obtained by the Purchaser in pursuing negotiations contemplated by this Section. Notwithstanding anything in this Section 2.2 to the contrary, Presencia shall not be required to provide a Proposal Notice with respect to the proposed Transfers, in a single transaction or a series of related transactions, that in the aggregate represent less than 5% of the outstanding Common Stock on the date hereof.