Restrictions on Share Transfer. Each Shareholder shall retain the right to sell any of its shares in EAP, provided that the sale, assignment or other transfer or disposal of its shares in EAP (or any right or interest in any of the same), whether voluntarily or involuntarily or by operation of law, including the execution of judgment, foreclosure, bankruptcy or insolvency, shall be made in accordance with the following procedure: (a) If a Shareholder (the "Selling Shareholder") should desire to sell, assign or otherwise transfer or dispose of all or part of its shares (or any right or interest in any of the same) ("Transfer Shares"), it shall first offer such Transfer Shares to the remaining Shareholders (the "Remaining Shareholders"), in proportion to their shareholdings, specifying their respective allotments, prices, terms and conditions. (b) The Selling Shareholder shall offer the Transfer Shares for sale, assignment, transfer or other disposal in the following manner: (i) The Selling Shareholder shall file a written offer, addressed to the Remaining Shareholders, with the company secretary of EAP who shall forthwith transmit such offer by personal service or internationally recognized air courier service to the Remaining Shareholders. If within ten (10) days of such filing, the company secretary fails or is unable to transmit the offer, the Selling Shareholder may transmit such offer directly to the Remaining Shareholders by personal service or internationally recognized air courier service. (ii) The Remaining Shareholders shall have sixty (60) days from their respective receipt of the written offer (the "Offering Period") within which to irrevocably elect to accept such offer (in whole, but not part only) by giving notice to the Selling Shareholder and the Corporate Secretary of EAP. In the event not all of the Remaining Shareholders accept the offer, those Shareholders who shall have accepted the offer (the "Accepting Shareholders") must be given notice of the unaccepted allotments by the Company Secretary, and the Accepting Shareholders shall have a period of thirty (30) days from the expiration of their respective Offering Period (the "Re-Offering Period") within which to irrevocably elect to purchase the unaccepted allotments, in proportion to the shareholdings of the Accepting Shareholders prior to the Re-Offering Period. (c) Should all of the Transfer Shares so offered or reoffered not be taken as provided under subparagraphs (a) and (b) above, the Selling Shareholder shall be free at any time within a period of sixty (60) days after the date of the lapse of the offers under subparagraph (b) above to sell, assign or otherwise transfer all (but not part) of the Transfer Shares (notwithstanding that Accepting Shareholders have accepted offers in respect of some but not all of the Transfer Shares) to a third party under the same terms and conditions under which such shares were offered to the Remaining Shareholders, provided: (i) such third party is not a competitor of any Remaining Shareholders; (ii) such third party is not of demonstrably poor financial capacity and reputation; (iii) such third party first agrees to enter into and be bound by this Agreement; and (iv) should such sale, assignment, transfer or other disposal to such third party be made under terms and conditions more favourable than those offered to the Remaining Shareholders, it shall be null and void. (d) The foregoing restrictions, except for condition (ii) of subparagraph (c) above, shall not apply to any sale, assignment, transfer or other disposal by a Shareholder to its Affiliate, on the condition that: (i) the Affiliate must transfer those shares back to the Shareholder if the Affiliate ceases to be an Affiliate of that Shareholder; and (ii) the Shareholder guarantees to the other parties (on terms and conditions reasonably satisfactory to the other parties) the performance of the obligations of the Affiliate. (e) In this Article 9, a reference to "shares" and "Transfer Shares" includes a reference to options and rights over and securities convertible into shares. (f) Upon the happening of a Change in Control of GAP, GAP must give notice to the Remaining Shareholders under section 9.2(a) offering to sell all of its Shares within 30 days after the occurrence of the Change in Control. (g) For the purposes of section 9.2(f), a Change in Control of GAP occurs if any person or entity other than Gondwana or an Affiliate of Gondwana acquires more than 50% of the voting shares of GAP, or acquires control of the majority of the board of directors of GAP.
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Sources: Joint Venture and Shareholders' Agreement (Entrade Inc)
Restrictions on Share Transfer. Each Shareholder 4.1 Except as set forth in Clause 4.2 and Clause 15.3 hereof, neither party shall retain the right to sell sell, assign, transfer, pledge, or otherwise dispose of or encumber in any manner any of its shares in EAP, provided that the sale, assignment Company without the prior approval (evidenced by written resolution) of all of the shareholders.
4.2 If a shareholder (hereinafter called the "Seller" for the purposes of this Clause) wishes to sell or other transfer any or disposal all of its shares to a third party, such Seller shall first have received a written, complete and bona fide purchase offer, which is in EAP (or any right or interest in any all respects acceptable to the Seller, from such third party. The price and other terms of the same), whether voluntarily or involuntarily or by operation of law, including the execution of judgment, foreclosure, bankruptcy or insolvency, such offer shall be made identical to those contained in accordance with the following procedure:
(a) If a Shareholder (the "Selling Shareholder") should desire to sell, assign or otherwise transfer or dispose of all or part of its shares (or any right or interest in any of the same) ("Transfer Shares"), it shall first offer such Transfer Shares to the remaining Shareholders (the "Remaining Shareholders"), in proportion to their shareholdings, specifying their respective allotments, prices, terms and conditions.
(b) The Selling Shareholder shall offer the Transfer Shares for saleNotice referred to below. The Seller, assignment, transfer or other disposal in the following manner:
(i) The Selling Shareholder shall file a written offer, addressed to the Remaining Shareholders, with the company secretary of EAP who shall forthwith transmit such offer by personal service or internationally recognized air courier service to the Remaining Shareholders. If within ten (10) days of receipt of such filingoffer, shall give written notice (hereinafter called the "Transfer Notice") of such desired transfer to the Company and all other shareholders. The Transfer Notice shall include a complete, true and correct copy of such third party's purchase offer. The Transfer Notice shall state the total number of shares for sale, all terms and conditions of the sale (and all terms necessary for a complete sale, without contingencies and requiring full payment in current funds within fifteen (15) days of acceptance of such offer), and the price of said shares, and shall invite each shareholder (called "Buyer" for the purposes of this Clause and Clause 4.3 below) to apply in writing to the Company and Seller, within forty-five (45) days of the date of delivery of such Transfer Notice, to purchase such shares in accordance with the terms stated in the Transfer Notice. Within such forty-five (45) day period, the company secretary Buyer shall notify Seller in writing of its election either to accept or reject the offer contained in the Transfer Notice. If Buyer fails or is unable to transmit deliver an unqualified acceptance of the offer within such period, Buyer shall be deemed to have rejected it. If Buyer accepts Seller's offer, Buyer shall pay for Seller's shares within fifteen (15) days of the Selling Shareholder may transmit date of Buyer's acceptance, and shall discharge all obligations properly contained in the Transfer Notice, and the Seller shall be bound to do all things necessary to fully and properly transfer such offer directly shares of Seller to the Remaining Shareholders by personal service or internationally recognized air courier service.
(ii) The Remaining Shareholders shall have sixty (60) days from their respective Buyer immediately upon receipt of the written purchase price therefor. If Buyer rejects the offer (in Seller's Transfer Notice, then Seller shall be free to sell its shares to the "Offering Period") within which to irrevocably elect to accept such offer (in wholethird party, but not part only) by giving notice Seller must do so strictly in accordance with every term set forth in the Transfer Notice to the Selling Shareholder and the Corporate Secretary Buyer, otherwise such transfer shall be void, of EAP. In the event not all of the Remaining Shareholders accept the offer, those Shareholders who shall have accepted the offer (the "Accepting Shareholders") must be given notice of the unaccepted allotments by the Company Secretaryno effect, and the Accepting Shareholders Board of Directors shall have a period of thirty (30) days from take all actions necessary to avoid giving effect to such sale. If the expiration of their respective Offering Period (the "Re-Offering Period") within which to irrevocably elect to purchase the unaccepted allotments, in proportion sale to the shareholdings of the Accepting Shareholders prior to the Re-Offering Period.
(c) Should all of the Transfer Shares so offered or reoffered not be taken as provided under subparagraphs (a) and (b) above, the Selling Shareholder shall be free at any time within a period of sixty (60) days after the date of the lapse of the offers under subparagraph (b) above to sell, assign or otherwise transfer all (but not part) of the Transfer Shares (notwithstanding that Accepting Shareholders have accepted offers in respect of some but not all of the Transfer Shares) to a third party under the same terms and conditions under which such shares were offered to the Remaining Shareholders, provided:
(i) such third party is not completed within ninety (90) days of the date of last delivery of the Transfer Notice to a competitor shareholder, then the third party's offer shall be deemed void and withdrawn, and any sale of shares thereafter must be carried out by completing from the outset all requirements of this Clause 4.2.
4.3 The shareholders may approve (by written resolution) any Remaining Shareholders;share transfer or sale without requiring the procedures set forth in this Article 4, provided that such resolution is approved by all shareholders.
4.4 Notwithstanding any provision to the contrary contained in this Agreement, INTERFACE and MODERNFORM agree that no shares or other interest in the Company or any of its assets (iitangible or intangible) can (directly, indirectly or in any other manner whatsoever) be assigned or transferred to any other person or entity unless the assignee or transferee executes an agreement whereby such third party is not of demonstrably poor financial capacity and reputation;
(iii) such third party first assignee or transferee unconditionally agrees to enter into and be bound by this Agreement; and
(iv) should such sale, assignment, transfer or other disposal and adhere to such third party be made under terms and conditions more favourable than those offered to the Remaining Shareholders, it shall be null and void.
(d) The foregoing restrictions, except for condition (ii) of subparagraph (c) above, shall not apply to any sale, assignment, transfer or other disposal by a Shareholder to its Affiliate, on the condition that:
(i) the Affiliate must transfer those shares back to the Shareholder if the Affiliate ceases to be an Affiliate of that Shareholder; and
(ii) the Shareholder guarantees to the other parties (on terms and conditions reasonably satisfactory to the other parties) the performance of the obligations of the Affiliate.
(e) In this Article 9, a reference to "shares" and "Transfer Shares" includes a reference to options and rights over and securities convertible into shares.
(f) Upon the happening of a Change in Control of GAP, GAP must give notice to the Remaining Shareholders under section 9.2(a) offering to sell all of its Shares within 30 days after the occurrence of the Change in Control.
(g) For the purposes of section 9.2(f), a Change in Control of GAP occurs if any person or entity other than Gondwana or an Affiliate of Gondwana acquires more than 50% of the voting shares of GAP, or acquires control of the majority of the board of directors of GAP.of
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