Common use of Compliance Required Clause in Contracts

Compliance Required. Any Transfer described in this Article III of a Shareholder's Stock without complying with the giving of a Notice of Right of First Refusal and the Right of First Refusal provisions of this Article III shall be void, and the Corporation shall issue a Notice of Right of First Refusal upon discovery of such Transfer, a copy of which shall be sent to the person or entity making such Transfer, his or her Transferee, the Corporation, and all Shareholders. The duty of the Corporation to see to the issuance of such Notice of Right of First Refusal shall not be considered to be elective, but shall be mandatory. Upon the giving of the Notice of Right of First Refusal, the time periods for the exercise of the options specified in Sections 3.02 and 3.03 shall commence running. If a Notice of Right of First Refusal had already been given to the Corporation, but the Corporation is required to issue a new Notice of Right of First Refusal under this Section, the prior Notice of Right of First Refusal shall have no effect and the time periods under the Notice of Right of First Refusal issued by the Corporation shall apply.

Appears in 2 contracts

Samples: Shareholder Agreement (Allis Chalmers Corp), Shareholder Agreement (Allis Chalmers Corp)

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Compliance Required. Any Transfer Absent the right to make a transfer of ------------------- Stock pursuant to Section 4.2 or 4.3 hereof, any transfer described in this Article III ARTICLE FOUR of a the Shareholder's Stock without complying with the giving of a Notice of Right of First Refusal and the Right of First Refusal provisions of this Article III shall be void, and the Corporation shall issue a Notice of Right of First Refusal upon discovery of such Transfertransfer, a copy of which shall be sent to the person or entity making such Transfer, transfer and his or her Transferee, the Corporation, and all Shareholderstransferee. The duty of the Corporation to see to cause the issuance of such Notice of Right of First Refusal shall not be considered to be elective, but shall be mandatory. Upon the giving of the Notice of Right of First Refusal, the time periods for the exercise of the options specified in Sections 3.02 and 3.03 Section 4.3 shall commence running. If a Notice of Right of First Refusal had already been given to the Corporation, but the Corporation is required to issue a new Notice of Right of First Refusal under this SectionSection 4.5, the prior Notice of Right of First Refusal shall have no effect and the time periods under the Notice of Right of First Refusal issued by the Corporation shall apply.

Appears in 2 contracts

Samples: Option and Shareholder's Agreement (Ryder TRS Inc), Option and Shareholder's Agreement (Ryder TRS Inc)

Compliance Required. Any Transfer Absent the right to make a transfer of ------------------- Shareholder Stock pursuant to Sections 3.2 or 3.3 hereof, any transfer described in this Article III ARTICLE THREE of a Shareholder's Stock without complying with the giving of a Notice of Right of First Refusal and the Right of First Refusal provisions of this Article III shall be void, and the Corporation shall issue a Notice of Right of First Refusal upon discovery of such Transfertransfer, a copy of which shall be sent to the person or entity making such Transfer, transfer and his or her Transferee, the Corporation, and all Shareholderstransferee. The duty of the Corporation to see to cause the issuance of such Notice of Right of First Refusal shall not be considered to be elective, but shall be mandatory. Upon the giving of the Notice of Right of First Refusal, the time periods for the exercise of the options specified in Sections 3.02 and 3.03 Section 3.3 shall commence running. If a Notice of Right of First Refusal had already been given to the Corporation, but the Corporation is required to issue a new Notice of Right of First Refusal under this SectionSection 3.6, the prior Notice of Right of First Refusal shall have no effect and the time periods under the Notice of Right of First Refusal issued by the Corporation shall apply.

Appears in 1 contract

Samples: Shareholders' Agreement (Cellstar Corp)

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Compliance Required. Any Transfer Disposition described in this Article III of a Shareholder's Common Stock without complying with the giving of a Notice of Right of First Refusal and the Right of First Refusal provisions of this Article III shall be void, and the Corporation subject Company shall issue a Notice of Right of First Refusal upon discovery of such Transfertransfer, a copy of which shall be sent to the person or entity making such Transfertransfer, his or her Transfereeits transferee, the Corporation, subject Company and all Shareholders. The duty of the Corporation subject Company to see to the issuance of such Notice of Right of First Refusal shall not be considered to be elective, but shall be mandatory. Upon the giving of the Notice of Right of First Refusal, the time periods for the exercise of the options specified in Sections 3.02 3.4, 3.5 and 3.03 3.6 shall commence running. If a Notice of Right of First Refusal had already been given to the Corporationsubject Company, but the Corporation subject Company is required to issue a new Notice of Right of First Refusal under this Section, the prior Notice of Right of First Refusal shall have no effect and the time periods under the Notice of Right of First Refusal issued by the Corporation shall apply.have

Appears in 1 contract

Samples: Shareholders' Agreement (Crown Group Inc /Tx/)

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