DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES Sample Clauses
DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES. 11.1 Default and Involuntary Transfers of Shares 39 11.2 Right to Purchase Pro Rata 40 11.3 Price 40 11.4 Exercise of Involuntary Transfer Option 40 11.5 Closing 40
12.1 Closing Procedures 40 12.2 Time and Place of Closing 40 12.3 Consents 41 12.4 Payment and Delivery 41 12.5 Default of Selling Shareholder 41 12.6 Sale Effective 42 12.7 Non-Completion by Intrawest 42 12.8 Power of Attorney 42 12.9 Consent to Transfer 42 12.10 Entitlement to Purchase Price 43
13.1 Conflict 43 13.2 Transferees to be Bound by Agreement 43 13.3 No Partnership 43 13.4 Time of the Essence 44 13.5 Benefit of the Agreement 44 13.6 Entire Agreement 44 13.7 Amendments and Waivers 44 13.8 Assignment 44 13.9 Termination 44 13.10 Severability 44 13.11 Notices 44 13.12 Governing Law 45
DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES. In the event that:
(1) any Shareholder contravenes section 3.1, 3.3, 3.6, 3.8, 3.9 or 3.11;
(2) any Shareholder makes an assignment for the benefit of creditors or is adjudicated bankrupt or insolvent or any Shareholder other than an individual Shareholder takes steps to wind up or terminate its existence; or
(3) any proceedings are commenced requesting the sale or transfer of, or a declaration of trust in relation to, any Common Shares of which the Shareholder is the registered owner, whether by operation of law or court order, and whether pursuant to the Family Law Act, R.S.O. 1990, c. F6, any statute of similar purport in any jurisdiction, or otherwise than by voluntary act of such Shareholder (other than the transmission of any Common Shares from a deceased or incompetent Shareholder to the legal representative of such Shareholder); (any such event being herein referred to as an “Involuntary Transfer” and any such Shareholder being herein referred to as an “Involuntary Transferor”), the other Shareholder (the “Other Shareholder”) will have the option (the “Involuntary Transferor Option”), exercisable at any time (i) with respect to (1) above, no sooner than 30 and no later than 60 days after notice by the Other Shareholder has been given to the Involuntary Transferor and only to the extent the relevant contravention has not been subsequently cured, and (ii) with respect to (2) and (3) above prior to the expiration of 30 days after the Other Shareholder has been notified, or has otherwise become aware, of such event, to purchase all or any of the Common Shares of which such involuntary Transferor is the registered owner immediately prior to the Involuntary Transfer (the “Involuntary Transferor Shares”) on the terms set out in this Article 11, provided that where any violation by Holdings of a provision referred to in section 3.9 or 3.11 which is caused by a Holdings Shareholder or an Eligible Holdings Transferee, the Other Shareholder shall only be entitled to purchase that number of Common Shares equal to (i) the number of Common Shares held by Holdings multiplied by (ii) the percentage obtained by dividing (A) the number of Holdings Shares owned by such Holdings Shareholder or Eligible Holdings Transferee immediately prior to the violation of such provision by (B) the number of issued and outstanding Holdings Shares at such time.