Common use of Right of First Refusal; Transfer of Securities Clause in Contracts

Right of First Refusal; Transfer of Securities. (a) For two (2) years from the Closing Date, Purchaser covenants not to transfer the Shares and the Conversion Shares to any Person who engages in the construction business as a general contractor, construction manager or engineer constructor competitive with the business of Seller (such share transfer, a "Competitor Transfer"). (b) After two (2) years from the Closing Date, Purchaser grants to Seller the right of first refusal, each time that Purchaser plans to effect a Competitor Transfer. In each such event, Purchaser shall notify Seller of such proposed Competitor Transfer and provide Seller with the number of Shares and/or Conversion Shares to be transferred and the price and terms (including tax treatment) of the proposed Share and/or Conversion Share transfer. Seller shall have the right in its sole discretion, for a period of fifteen (15) days after receipt of the notice from Purchaser, to elect by written notice to Purchaser to purchase all Shares and/or Conversion Shares subject to the proposed Competitor Transfer on the same terms and conditions offered by such Competitor ("Purchase Notice"). Seller shall have thirty (30) days from the date such Purchaser Notice is delivered to Purchaser to effect the purchase. In the event that Seller does not send the Purchase Notice within the fifteen (15) day period or does not purchase the Shares and/or Conversion Shares within thirty (30) days after the Purchase Notice is delivered, Purchaser's right of first refusal to the proposed Competitor Transfer shall terminate. (c) The Seller's decision as to whether to send a Purchase Notice and/or effect the purchase of the Shares and/or Conversion Shares encompassed by the Purchase Notice shall not require action of the Executive Committee nor shall the Designated Directors (as defined in the Certificate of Vote of Directors) vote on this matter. (d) The rights of first refusal set forth in this Section shall terminate at the earlier of the fourth anniversary of the Closing Date or at such time as Purchaser holds less than 50% of the Shares acquired on the Closing Date (including any Conversion Shares into which any such Shares have been converted). (e) For two (2) years from the Closing Date, Purchaser covenants not to sell or otherwise transfer, or permit anyone else to sell or otherwise transfer, any interest in Purchaser to any Person who engages in the construction business as a general contractor, construction manager or engineer constructor competitive with the business of Seller.