Common use of Transfers by Shareholders Clause in Contracts

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of the other Shareholders written notice thereof (the “Notice”). 5.1 During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “Shareholders’ Option Period”), the Shareholders other than the Transferring Shareholder shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services and the PC a writing stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 If the Shareholder’s Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shares, then, for a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “PC Option Period”), the PC shall have the exclusive right (but not the obligation) to acquire all or a portion the Transferring Shareholder’s Shares at the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services a writing stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Notice. 5.3 If, but only if, the Shareholder’s Option Period and the PC Option Period shall have expired without the election by any of the Shareholders other than the Transferring Shareholder or the PC to acquire all of a Transferring Shareholder’s Shares, then Management Services shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 above.

Transfers by Shareholders. If (a) Except for (i) transfers to a Permitted Transferee and (ii) the sale of securities contemplated by Sections 5 and 6 hereof, if, at any time following the seventh anniversary of the date hereof, a Shareholder Event other than Capricorn (the "Selling Shareholder") receives a bona fide offer, which it desires to accept (a "Transfer Offer"), to purchase any shares of Transfer occursCommon Stock (or options, warrants or rights to subscribe for or purchase shares of Common Stock) owned by it, then the PC Selling Shareholder shall cause the Transfer Offer to be reduced to writing and any Shareholder aware shall deliver written notice of such Shareholder Event Transfer Offer (a "Transfer Notice"), accompanied by a copy of Transfersuch Transfer Offer, to the other Shareholders (individually and collectively referred to as the "Other Shareholders") and the Company, setting forth the identity of the offeror, the Shareholder’s legal representative number of shares of Common Stock (or options, warrants, or rights to subscribe for or purchase shares of Common Stock) proposed to be transferred (the "Offered Securities"), the price per security contained in the Transfer Offer (the "Transfer Offer Price Per Security"), and all other terms applicable thereto. The Transfer Notice shall also contain an irrevocable offer by the Selling Shareholder to sell the Offered Securities to the Other Shareholders and the Company at a lien creditor price equal to the Transfer Offer Price Per Security and upon substantially the same terms as contained in the Transfer Offer. In the event that the form of consideration specified in the Transfer Offer is other than cash, the Other Shareholders and the Company shall have the option of paying the Transfer Offer Price Per Security in cash in an amount equal to the fair market value of such consideration unless it is reasonably practicable to deliver substantially identical consideration, in which case the purchaser may so deliver. Fair market value shall be determined by a nationally recognized investment banking firm mutually acceptable to the parties, unless they agree otherwise. (b) Upon receipt of the Shareholder exercising its remedies Transfer Notice, the Company shall then have the irrevocable right to accept such offer at the Transfer Offer Price Per Security and on the other terms specified in the Transfer Offer with respect to such Shareholder (all or any portion of the Offered Securities; provided, however, that in the event the -------- ------- Company does not purchase any caseor all of the Offered Securities, the “Transferring Other Shareholders shall have the irrevocable right to purchase such unpurchased Offered Securities (including any such Offered Securities not purchased by such Other Shareholders hereunder) in proportion to each of such Other Shareholder”) shall give the PC, Management Services and 's Pro Rata Portion until all of such Offered Securities are purchased or until no Other Shareholder desires to purchase any more Offered Securities. The rights of each of the other Other Shareholders written and the Company pursuant to this Section 4.1(b) shall be exercisable by the delivery of notice thereof to the Selling Shareholder (the “Notice”"Notice of Exercise"). 5.1 During the period commencing on , within 30 calendar days from the date of delivery of the Transfer Notice. The Notice of Exercise shall state the total number of shares of the Offered Securities as to which each of the Other Shareholders or the Company, as the case may be, is given and ending thirty (30) days thereafter (accepting under the “Shareholders’ Option Period”)offer, without regard to whether or not the Company purchases any Offered Securities. A copy of such Notice of Exercise shall also be delivered by the Other Shareholders other than the Transferring Shareholder shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion Company. The rights of the Transferring Shareholder’s Shares at Other Shareholders and the pro rata Purchase Price determined Company pursuant to this Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services and the PC a writing stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (904.1(b) shall terminate if unexercised 30 calendar days after the date of delivery of the Transfer Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 If (c) In the Shareholder’s Option Period shall have expired without event that the election by any of Other Shareholders or the Shareholders Company exercise their rights to acquire any and purchase all of the Transferring Shareholder’s SharesOffered Securities in accordance with Section 4.1(b) hereof, thenthen the Selling Shareholder must sell such Offered Securities to the Other Shareholders or the Company, for a period as the case may be, at the Transfer Offer Price Per Security and on the other terms specified in the Transfer Offer. (d) For purposes of thirty (30) days commencing thirty-one (31) days after the date this Section 4, any Person who has failed to give notice of the Notice (the “PC Option Period”), the PC shall have the exclusive right (but not the obligation) to acquire all or a portion the Transferring Shareholder’s Shares at the pro rata Purchase Price. The PC may exercise its election of an option by delivering, hereunder within the PC Option Period, specified time period will be deemed to each have waived its rights with respect thereto on the day immediately following the last day of the Shareholders and Management Services a writing stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Noticeperiod. 5.3 If, but only if, the Shareholder’s Option Period and the PC Option Period shall have expired without the election by any of the Shareholders other than the Transferring Shareholder or the PC to acquire all of a Transferring Shareholder’s Shares, then Management Services shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 above.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then Phoenix, the PC and and/or any Shareholder aware of (or such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the such Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of provide the other Shareholders parties hereto with written notice thereof (the “Notice”). 5.1 5.1. During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “Shareholders’ Option Period”), the Shareholders Shareholders, other than the Shareholder who is subject to the Shareholder Event of Transfer (the “Transferring Shareholder Shareholder”), shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services Phoenix and the PC PC, a writing written notice stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 5.2. If the Shareholder’s Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shares, then, for either a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “PC Option Period”)Notice, the PC shall have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at for the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services Phoenix, a writing written notice stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Notice. 5.3 5.3. If, but only if, the Shareholder’s Option Period and the PC Option Period shall have expired without the election by any of the Shareholders (other than the Transferring Shareholder Shareholder) or the PC to acquire all of a Transferring Shareholder’s Shares, then Management Services Phoenix shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 5,2, above, for an amount equal to the Purchase Price. 5.4. The provisions of this Section 5 shall not apply if there is only one Shareholder.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s 's legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “"Transferring Shareholder”") shall give the PC, Management Services and each of the other Shareholders written notice thereof (the “"Notice”"). 5.1 During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “"Shareholders’ ' Option Period”"), the Shareholders other than the Transferring Shareholder shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shareholders's Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ ' Option Period, to the Transferring Shareholder, Management Services and the PC a writing stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s 's Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shareholders's Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shareholders's Shares may acquire the Transferring Shareholder’s Shareholders's Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shareholders's Shares). 5.2 If the Shareholder’s Shareholders's Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shareholders's Shares, then, for a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “"PC Option Period”"), the PC shall have the exclusive right (but not the obligation) to acquire all or a portion the Transferring Shareholder’s Shareholders's Shares at the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services a writing stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s 's Shares no later than ninety (90) days after the date of the Notice. 5.3 If, but only if, the Shareholder’s Shareholders's Option Period and the PC Option Period shall have expired without the election by any of the Shareholders other than the Transferring Shareholder or the PC to acquire all of a Transferring Shareholder’s Shareholders's Shares, then Management Services shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 above.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the PC and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s 's legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “"Transferring Shareholder”") shall give the PC, Management Services and each of the other Shareholders written notice thereof (the “"Notice”"). 5.1 During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “"Shareholders’ ' Option Period”"), the Shareholders other than the Transferring Shareholder shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s 's Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ ' Option Period, to the Transferring Shareholder, Management Services and the PC a writing stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s 's Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s 's Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s 's Shares may acquire the Transferring Shareholder’s 's Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s 's Shares). 5.2 If the Shareholder’s 's Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s 's Shares, then, for a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “"PC Option Period”"), the PC shall have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s 's Shares at the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services a writing stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s 's Shares no later than ninety (90) days after the date of the Notice. 5.3 If, but only if, the Shareholder’s 's Option Period and the PC Option Period shall have expired without the election by any of the Shareholders other than the Transferring Shareholder or the PC to acquire all of a Transferring Shareholder’s 's Shares, then Management Services shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 above.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then ACT, the PC and and/or any Shareholder aware of (or such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the such Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of provide the other Shareholders parties hereto with written notice thereof (the “Notice”). 5.1 5.1. During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “Shareholders’ Option Period”), the Shareholders Shareholders, other than the Shareholder who is subject to the Shareholder Event of Transfer (the “Transferring Shareholder Shareholder”), shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services ACT and the PC PC, a writing written notice stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 5.2. If the Shareholder’s Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shares, then, for either a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “PC Option Period”)Notice, the PC shall have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at for the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services ACT, a writing written notice stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Notice. 5.3 5.3. If, but only if, the Shareholder’s Option Period and the PC Option Period shall have expired without the election by any of the Shareholders (other than the Transferring Shareholder Shareholder) or the PC to acquire all of a Transferring Shareholder’s Shares, then Management Services ACT shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 5.2, above, for an amount equal to the Purchase Price. 5.4. The provisions of this Section 5 shall not apply if there is only one Shareholder.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then the PC P.C. and any Shareholder aware of such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PCP.C., Management Services Manager and each of the other Shareholders written notice thereof within five (5) days of such Shareholder Event of Transfer (the “Notice”). 5.1 During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “Shareholders’ Option Period”), the Shareholders other than the Transferring Shareholder shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services Manager and the PC P.C. a writing stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 If the Shareholder’s Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shares, then, for a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “PC P.C, Option Period”), the PC P.C. shall have the exclusive right (but not the obligation) to acquire all or a portion the Transferring Shareholder’s Shares at the pro rata Purchase Price. The PC P.C. may exercise its option by delivering, within the PC P.C. Option Period, to each of the Shareholders and Management Services Manager a writing stating that the PC P.C. has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Notice. 5.3 If, but only if, the Shareholder’s Option Period and the PC P.C. Option Period shall have expired without the election by any of the Shareholders other than the Transferring Shareholder or the PC P.C. to acquire all of a Transferring Shareholder’s Shares, then Management Services Manager shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 above.

Transfers by Shareholders. If a Shareholder Event of Transfer occurs, then Phoenix, the PC and and/or any Shareholder aware of (or such Shareholder Event of Transfer, the Shareholder’s legal representative or a lien creditor of the such Shareholder exercising its remedies with respect to such Shareholder (in any case, the “Transferring Shareholder”) shall give the PC, Management Services and each of provide the other Shareholders parties hereto with written notice thereof (the “Notice”). 5.1 5.1. During the period commencing on the date the Notice is given and ending thirty (30) days thereafter (the “Shareholders’ Option Period”), the Shareholders Shareholders, other than the Shareholder who is subject to the Shareholder Event of Transfer (the “Transferring Shareholder Shareholder”), shall, in relative proportion to the respective ownership of Shares of such Shareholders who desire to exercise their option, have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at the pro rata Purchase Price determined pursuant to Section 7 hereof. Said Shareholders may exercise this option by delivering, within the Shareholders’ Option Period, to the Transferring Shareholder, Management Services Phoenix and the PC PC, a writing written notice stating that said Shareholders have elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares not later than ninety (90) days after the date of the Notice. If not all Shareholders (other than the Transferring Shareholder) elect to acquire the Transferring Shareholder’s Shares, the Shareholders that have elected to acquire the Transferring Shareholder’s Shares may acquire the Transferring Shareholder’s Shares in relative proportion to their respective ownership of Shares (not counting Shares held by the Transferring Shareholder or by Shareholders who have not elected to acquire the Transferring Shareholder’s Shares). 5.2 5.2. If the Shareholder’s Option Period shall have expired without the election by any of the Shareholders to acquire any and all of the Transferring Shareholder’s Shares, then, for either a period of thirty (30) days commencing thirty-one (31) days after the date of the Notice (the “PC Option Period”)Notice, the PC shall have the exclusive right (but not the obligation) to acquire all or a portion of the Transferring Shareholder’s Shares at for the pro rata Purchase Price. The PC may exercise its option by delivering, within the PC Option Period, to each of the Shareholders and Management Services Phoenix, a writing written notice stating that the PC has elected to acquire all or such specified number or proportion of the Transferring Shareholder’s Shares no later than ninety (90) days after the date of the Notice. 5.3 5.3. If, but only if, the Shareholder’s Option Period and the PC Option Period shall have expired without the election by any of the Shareholders (other than the Transferring Shareholder Shareholder) or the PC to acquire all of a Transferring Shareholder’s Shares, then Management Services Phoenix shall designate a Transferee to purchase the Shares which are not being purchased pursuant to Sections 5.1 and 5.2 5.2, above, for an amount equal to the Purchase Price. 5.4. The provisions of this Section 5 shall not apply if there is only one Shareholder.