First Refusal Procedures. 4.1 A Participating Shareholder, the personal representative of the estate of a deceased Participating Shareholder, the trustee of any trust agreement of which a deceased Participating Shareholder is donor (or any other person in possession of Class B Common Shares which are to pass by reason of the death of a Participating Shareholder), or a pledgee who is required by Section 2.2 or Section 3 hereof to offer Class B Common Shares to other Participating Shareholders and the Corporation (an "Offeror") shall deliver to each of the other participating Shareholders, the Corporation and the Depository a written notice, dated the date on which it is sent, containing the following information: 9 (a) the number of Class B Common Shares proposed to be transferred (after conversion) or converted (the "Offered Shares"); (b) whether the Offeror proposes to transfer under Section 3.1 hereof or convert under Section 3.2 hereof the Offered Shares; (c) if the Offeror proposes to transfer the Offered Shares under Section 3.1 hereof, the name and address of each proposed transferee and the price per share, if any, payable to the Offeror upon such transfer; (d) the date on which the Offeror desires to carry out the proposed transfer or conversion of the Offered Shares, which shall be consistent with the procedures provided for in this Agreement (generally such date should be not less than 20 nor more than 50 business days after the date of such notice). If the Offeror proposes to make a transfer under Section 3.1 hereof, such notice shall be accompanied by written evidence that any price per share payable to the Offeror as specified in such notice is being offered for the Offered Shares in good faith by the proposed transferee. 4.2 The other Participating Shareholders shall thereupon have the right and option to acquire the Offered Shares, or any of them, for the consideration specified in Section 4.3 hereof. Such Participating Shareholders may 10 exercise such right, at any time before the expiration of 7 business days after such written notice and accompanying evidence (if applicable) have been given to the last of such Participating Shareholders and the Corporation, in proportion to the respective holdings of Class B Common Shares of each such Participating Shareholder compared to the aggregate holdings of all such Participating Shareholders; and if any such Participating Shareholder entitled thereto fails to exercise such Participating Shareholder's right to acquire the Offered Shares to its full extent, then such right may be exercised (to the extent that it has not been exercised by such Participating Shareholder) within a further period of 5 business days by the other such Participating Shareholders, in whatever proportion they may agree upon and, if they cannot agree, in proportion to the respective holdings of each compared to the aggregate holdings of all of them; and if the Participating Shareholders fail to exercise their rights to acquire the Offered Shares to their full extent, then such rights may be exercised (to the extent of any Offered Shares remaining) within a further period of 3 business days by the Corporation. The right to acquire Offered Shares may be exercised by a Participating Shareholder or by the Corporation by the delivery of written notice to the Offeror and the Depository, dated the date it is sent, specifying the number of Class B Common Shares such Participating Shareholder or the Corporation will acquire and the consideration such Participating Shareholder or the Corporation will deliver in accordance with Section 4.3 hereof. In applying the term "holdings" in this Section 4.2 in the case of Class B Common Shares owned by a trust (other than a voting trust), the trust shall be considered to own the holding; except that, if the trustee fails to any extent to exercise a right to acquire Offered Shares, beneficiaries of the trust who are Participating Shareholders owning more than 50% of either the then current income or the remainder interest in the trust, and desiring to exercise such right shall be considered to own the holding in such proportions as such beneficiaries shall agree upon. 4.3 Class B Common Shares accepted by a Participating Shareholder or the Corporation in accordance with Section 4.2 hereof may be acquired, at the election of such purchasing Participating Shareholder or the Corporation, as the case may be, for cash, Class A Common Shares or a combination of such considerations as follows: (a) to the extent such purchasing Participating Shareholder or the Corporation elects that the price be paid in Class A Common Shares, the number of Class A Common Shares that shall be delivered in exchange shall be equal to the number of Class B Common Shares to be exchanged, (b) to the extent such purchasing Participating Shareholder or the Corporation elects that the price shall be paid in cash, the cash price for Class B Common Shares shall be equal to the average of the last sale price (if available) or, if not, the midpoints of the bid and asked prices, of the Class A Common Shares in the NASDAQ National Market (or in the principal national securities exchange or market on which the Class A Common Shares may then be traded) on the 5 trading days preceding the date of the Offeror's notice sent pursuant to Section 4.1 hereof, as reported in the Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published) or, in the case of a transfer under Section 3.1 hereof, such higher price as may have been specified in such notice. 4.4 The sale or exchange contemplated by these procedures shall be closed at the principal corporate trust office of the Depository, by delivery of a certified, cashier's or bank check for the amount of any cash payable and the delivery of certificates representing the Class B Common Shares and any Class A Common Shares (endorsed in blank with signature guaranteed), on the day which is 19 business days after the date of the notice given pursuant to Section 4.1 hereof or on such later day as all 13 applicable legal requirements pertaining to such sale or exchange shall have been met.
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First Refusal Procedures. 4.1 A Participating ShareholderStockholder, the personal representative of the estate of a deceased Participating Shareholder, Stockholder or the trustee of any trust agreement of which a deceased Participating Shareholder Stockholder is donor (or any other person in possession of shares of Class B Common Shares Stock which are to pass by reason of the death of a Participating ShareholderStockholder), in each case which proposes to transfer or convert shares of Class B Common Stock otherwise than as provided in Section 2 hereof, or a pledgee who is required by Section 2.2 or Section 3 hereof to offer shares of Class B Common Shares Stock to other Participating Shareholders Stockholders and the Corporation (collectively, an "Offeror") ), shall deliver send to each of the other participating Shareholders, the Corporation and the Depository a written noticenotice (which shall be irrevocable), dated the date on which it is sent, containing the following information: 9:
(a) the number of shares of Class B Common Shares Stock proposed to be transferred (after before conversion) or converted (the "Offered Shares");
(b) whether the Offeror proposes to transfer under Section Sections 3.1 or 3.3 hereof or to convert under Section Sections 3.2 or 3.3 hereof the Offered Shares;
(c) if the Offeror proposes to transfer the Offered Shares under Section Sections 3.1 or 3.3 hereof, the name and address of each proposed transferee and the price per share, if any, payable to the Offeror upon such transfer;; and
(d) the date on which the Offeror desires to carry out the proposed transfer or conversion of the Offered Shares, which shall be consistent with the procedures provided for in this Agreement (generally such date should may be not less than 20 25 nor more than 50 55 business days after the date of such notice). If the Offeror proposes to make a transfer sell Offered Shares under Section Sections 3.1 or 3.3 hereof, such notice shall be accompanied by written evidence that any price per share payable to the Offeror as specified in such notice is being offered for the Offered Shares in good faith by the proposed transferee. Upon receipt of such notice, the Depository forthwith shall send it to each of the other Participating Stockholders and the Corporation.
4.2 The Upon delivery of the notice pursuant to the last sentence of Section 4.1 hereof, the other Participating Shareholders Stockholders shall thereupon have the right and option to acquire the Offered Shares, or any of them, for the consideration specified in Section 4.3 hereof. Such Each of such other Participating Shareholders Stockholders may 10 exercise such right, at any time before the expiration of 7 seven business days after such written notice and accompanying evidence (if applicable) have been given sent to the last of such other Participating Shareholders Stockholders and the Corporation, in proportion to the respective holdings of shares of Class B Common Shares Stock of each such other Participating Shareholder Stockholder compared to the aggregate holdings of shares of Class B Common Stock of all such other Participating Shareholders; Stockholders. The right to acquire Offered Shares may be exercised by a Participating Stockholder by sending a written notice (which shall be irrevocable) to the Depository, dated the date that it is sent and if sent at any time prior to the expiration of the aforesaid seven-day period, specifying the number of Offered Shares such Participating Stockholder is acquiring and the consideration such Participating Stockholder will deliver in accordance with Section 4.3 hereof. If any such Participating Shareholder entitled thereto Stockholder fails to exercise such Participating ShareholderStockholder's right to acquire the Offered Shares to its full extent, then such right may be exercised by the other such Participating Stockholders (to the extent that it has not been exercised by such Participating ShareholderStockholder) within a further period at any time before the expiration of 5 five business days after written notice has been sent by the Depository to such other Participating Stockholders of such Participating Shareholdersfailure, in whatever proportion they may agree upon and, if they cannot agree, in proportion to the respective holdings of each compared to the aggregate holdings of all of them; and if the . If any of such other Participating Shareholders Stockholders fail to exercise their rights to acquire the any Offered Shares to their full extent, then such rights may be exercised by the Corporation (to the extent of any Offered Shares remaining) within a further period at any time before the expiration of 3 three business days after written notice has been sent by the CorporationDepository to the Corporation of such failure. The right of Participating Stockholders or the Corporation to acquire additional Offered Shares as to which any Participating Stockholder has failed to exercise his right to acquire may be exercised by sending a Participating Shareholder or by the Corporation by the delivery of written notice (which shall be irrevocable) to the Offeror and the Depository, dated the date that it is sentsent and sent at any time prior to the expiration of the aforesaid five-day period or three-day period, as the case may be, specifying the number of Class B Common Offered Shares such Participating Shareholder or the Corporation will acquire to be acquired and the consideration such Participating Shareholder or the Corporation will deliver to be delivered in accordance with Section 4.3 hereof. In applying the term "holdings" in this Section 4.2 in the case of shares of Class B Common Shares Stock owned by a trust (other than a voting trust), the trust shall be considered to own the holding; except that, if the trustee fails to any extent to exercise a right to acquire Offered Shares, beneficiaries of the trust who are Participating Shareholders Stockholders owning more than 50% 50 percent of either the then current income or the remainder interest in the trust, trust and desiring to exercise such right shall be considered to own the holding only in such proportions as such beneficiaries shall agree upon.
4.3 Class B Common Shares accepted by a Participating Shareholder or the Corporation in accordance with Section 4.2 hereof may be acquired, at the election of such purchasing Participating Shareholder or the Corporation, as the case may be, for cash, Class A Common Shares or a combination of such considerations as follows:
(a) to the extent such purchasing Participating Shareholder or the Corporation elects that the price be paid in Class A Common Shares, the number of Class A Common Shares that shall be delivered in exchange shall be equal to the number of Class B Common Shares to be exchanged,
(b) to the extent such purchasing Participating Shareholder or the Corporation elects that the price shall be paid in cash, the cash price for Class B Common Shares shall be equal to the average of the last sale price (if available) or, if not, the midpoints of the bid and asked prices, of the Class A Common Shares in the NASDAQ National Market (or in the principal national securities exchange or market on which the Class A Common Shares may then be traded) on the 5 trading days preceding the date of the Offeror's notice sent pursuant to Section 4.1 hereof, as reported in the Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published) or, in the case of a transfer under Section 3.1 hereof, such higher price as may have been specified in such notice.
4.4 The sale or exchange contemplated by these procedures shall be closed at the principal corporate trust office of the Depository, by delivery of a certified, cashier's or bank check for the amount of any cash payable and the delivery of certificates representing the Class B Common Shares and any Class A Common Shares (endorsed in blank with signature guaranteed), on the day which is 19 business days after the date of the notice given pursuant to Section 4.1 hereof or on such later day as all 13 applicable legal requirements pertaining to such sale or exchange shall have been met.
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First Refusal Procedures. 4.1 A Participating Shareholder, the personal representative of the estate of a deceased Participating Shareholder, the trustee of any trust agreement of which a deceased Participating Shareholder is donor (or any other person in possession of Class B Common Shares which are to pass by reason of the death of a Participating Shareholder), or a pledgee who is required by Section 2.2 or Section 3 hereof to offer Class B Common Shares to other Participating Shareholders and the Corporation (an "Offeror") shall deliver to each of the other participating Shareholders, the Corporation and the Depository a written notice, dated the date on which it is sent, containing the following information: 9:
(a) the number of Class B Common Shares proposed to be transferred (after conversion) or converted (the "Offered Shares");
(b) whether the Offeror proposes to transfer under Section 3.1 hereof or convert under Section 3.2 hereof the Offered Shares;
(c) if the Offeror proposes to transfer the Offered Shares under Section 3.1 hereof, the name and address of each proposed transferee and the price per share, if any, payable to the Offeror upon such transfer;
(d) the date on which the Offeror desires to carry out the proposed transfer or conversion of the Offered Shares, which shall be consistent with the procedures provided for in this Agreement (generally such date should be not less than 20 nor more than 50 business days after the date of such notice). If the Offeror proposes to make a transfer under Section 3.1 hereof, such notice shall be accompanied by written evidence that any price per share payable to the Offeror as specified in such notice is being offered for the Offered Shares in good faith by the proposed transferee.
4.2 The other Participating Shareholders shall thereupon have the right and option to acquire the Offered Shares, or any of them, for the consideration specified in Section 4.3 hereof. Such Participating Shareholders may 10 exercise such right, at any time before the expiration of 7 business days after such written notice and accompanying evidence (if applicable) have been given to the last of such Participating Shareholders and the Corporation, in proportion to the respective holdings of Class B Common Shares of each such Participating Shareholder compared to the aggregate holdings of all such Participating Shareholders; and if any such Participating Shareholder entitled thereto fails to exercise such Participating Shareholder's right to acquire the Offered Shares to its full extent, then such right may be exercised (to the extent that it has not been exercised by such Participating Shareholder) within a further period of 5 business days by the other such Participating Shareholders, in whatever proportion they may agree upon and, if they cannot agree, in proportion to the respective holdings of each compared to the aggregate holdings of all of them; and if the Participating Shareholders fail to exercise their rights to acquire the Offered Shares to their full extent, then such rights may be exercised (to the extent of any Offered Shares remaining) within a further period of 3 business days by the Corporation. The right to acquire Offered Shares may be exercised by a Participating Shareholder or by the Corporation by the delivery of written notice to the Offeror and the Depository, dated the date it is sent, specifying the number of Class B Common Shares such Participating Shareholder or the Corporation will acquire and the consideration such Participating Shareholder or the Corporation will deliver in accordance with Section 4.3 hereof. In applying the term "holdings" in this Section 4.2 in the case of Class B Common Shares owned by a trust (other than a voting trust), the trust shall be considered to own the holding; except that, if the trustee fails to any extent to exercise a right to acquire Offered Shares, beneficiaries of the trust who are Participating Shareholders owning more than 50% of either the then current income or the remainder interest in the trust, and desiring to exercise such right shall be considered to own the holding in such proportions as such beneficiaries shall agree upon.
4.3 Class B Common Shares accepted by a Participating Shareholder or the Corporation in accordance with Section 4.2 hereof may be acquired, at the election of such purchasing Participating Shareholder or the Corporation, as the case may be, for cash, Class A Common Shares or a combination of such considerations as follows:
(a) to the extent such purchasing Participating Shareholder or the Corporation elects that the price be paid in Class A Common Shares, the number of Class A Common Shares that shall be delivered in exchange shall be equal to the number of Class B Common Shares to be exchanged,
(b) to the extent such purchasing Participating Shareholder or the Corporation elects that the price shall be paid in cash, the cash price for Class B Common Shares shall be equal to the average of the last sale price (if available) or, if not, the midpoints of the bid and asked prices, of the Class A Common Shares in the NASDAQ National Market (or in the principal national securities exchange or market on which the Class A Common Shares may then be traded) on the 5 trading days preceding the date of the Offeror's notice sent pursuant to Section 4.1 hereof, as reported in the Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published) or, in the case of a transfer under Section 3.1 hereof, such higher price as may have been specified in such notice.
4.4 The sale or exchange contemplated by these procedures shall be closed at the principal corporate trust office of the Depository, by delivery of a certified, cashier's or bank check for the amount of any cash payable and the delivery of certificates representing the Class B Common Shares and any Class A Common Shares (endorsed in blank with signature guaranteed), on the day which is 19 business days after the date of the notice given pursuant to Section 4.1 hereof or on such later day as all 13 applicable legal requirements pertaining to such sale or exchange shall have been met.
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