Common use of Share Transfer Restrictions Clause in Contracts

Share Transfer Restrictions. Except as expressly provided herein --------------------------- or in Paragraph 10, neither HFN nor HFN Info shall assign, sell, transfer, pledge, hypothecate, gift or otherwise dispose of or encumber all or any portion of its shares of the Stock or any interest therein. If at any time during the term hereof, HFN or HFN Info desires to transfer any interest in Stock, such transfer must be effectuated as follows: (a) HFN or HFN Info (the "Selling Shareholders") shall first offer to sell its Stock to the Company and the other Shareholders (including, for purposes hereof, Swedish) by presenting to the Company and to the other Shareholders an executed written offer (the "Offer Notice") to sell its Stock on the same terms and conditions on which the Selling Shareholder proposes to transfer its Stock and a copy of the bona fide written offer to sell or purchase ---- ---- (if any); (b) Upon receipt of the Offer Notice, the Company, acting through its Board of Directors (any director who is an HFN representative not voting), shall have thirty (30) days in which to notify the Selling Shareholder in writing of its desire to purchase the Selling Shareholder's Stock. If the Company does not elect to purchase the Selling Shareholder's Stock as just described or takes no action, the provisions of Subparagraph (c) below shall become applicable; (c) If the Company does not elect to purchase the Selling Shareholder's Stock pursuant to Subparagraph (b) above, the other Shareholders shall have thirty (30) days after expiration of the thirty (30) day period referred to in Subparagraph (b) to notify the Selling Shareholder in writing of their offer to purchase their pro rata share of the Selling Shareholder's Stock. --- ---- For purposes of this Agreement, a Shareholder's "pro rata share" shall equal the --- ---- percentage which the number of shares of Stock owned by it bears to the total number of shares of Stock owned by all of the Shareholders desiring to accept the Selling Shareholder's offer; (d) If the Company and/or the other Shareholders do not elect to purchase the Selling Shareholder's Stock as just described, the Selling Shareholder shall be free to sell its Stock to the prospective purchaser at the price and on the other terms and conditions described in the Offer Notice delivered pursuant to Subparagraph (a) above; and (e) The closing of any purchase by the Company or the other Shareholders pursuant to this Paragraph 10 shall occur on a date designated by the purchasing party(s) not more than sixty (60) nor less than fifteen (15) days after exercising its/their option to purchase. Against payment of the purchase price at the closing (by certified or cashier's check or wire transfer of immediately available funds), the Selling Shareholder shall assign and deliver to the Company or the purchasing Shareholders the share certificates and/or other documents representing its interest in the Stock to be sold, free and clear of all liens, claims or other encumbrances, in form ready for transfer and duly endorsed for transfer or accompanied by stock powers duly executed by the Selling Shareholder.

Share Transfer Restrictions. Except as expressly provided herein --------------------------- 3.1 The Shareholders shall not directly or indirectly, wholly or in Paragraph 10, neither HFN nor HFN Info shall assignpart, sell, assign, transfer, pledge, hypothecate, gift or otherwise dispose of provide as guarantee or encumber all in any way their Shares, Share subscription rights or any portion other securities issued by the Company that are convertible into Shares or grant Share subscription rights, such as convertible debentures and subscription bonuses, that are held by the Shareholders (all these acts hereinafter referred to as “Sale”‖ or “Sell”), except when it is done so with the prior consent in writing of the remaining Shareholders or pursuant to the provisions of this item 3 in cases of no consent. 3.1.1 Any Sale that does not comply with the provisions of this item 3 shall be legally considered null. 3.2 The provisions of item 3.1 above does not apply: (i) in the case of Sale of the Shares owned by any Shareholder to his Affiliate(s), provided that said Affiliate(s), concomitantly with the transfer, formally and unconditionally accept all terms and conditions herein, by signing the relevant statement; and (ii) in case Shareholders Sell their Shares in a Subsequent Offer. 3.3 If any Shareholder wishes to Sell (“Seller”) part or all of his Shares (“Offered Shares”), said Shareholder shall give prior notice to the remaining Shareholders (“Offerees”), with a copy to the Company, and the notice shall contain: (i) the percentage the Offered Shares represent of the total capital stock of the Company; (ii) the terms, the price, which shall mandatorily be expressed in local currency and no other payment modalities shall be accepted, and other conditions, including payment conditions (“Exercise Price”); (iii) the full qualification of the interested party, its main activity and, for corporations, except for publicly-held companies or investment funds, the detailed composition of its shares capital stock to the individuals’ level (“Potential Acquirer”); and (iv) a copy of the Stock offer presented by the Potential Acquirer (“Offer”), which must include the Potential Acquirer’s unconditional and irrevocable commitment to become a party to this Agreement and to fully comply with it (“Selling Notice”). 3.3.1 The Offerees shall have the prior right to acquire the Offered Shares at the Exercise Price (―Offer to the Offerees‖ ), provided that within thirty (30) days following the receipt of the Selling Notice they inform the Seller(s) and the Company in writing if they intend to exercise their prior right to acquire the Offered Shares. 3.3.2 The acquisition of Shares by the Offeree(s) shall be completed and officialized within sixty (60) days following the receipt of the respective Selling Notice. 3.3.3 The failure by any Offeree to state their interest with regard to the offer mentioned in the Selling Notice within the respective periods for the exercise of the Preemption Right shall be deemed to be a waiver of the exercise of the Preemption Right. 3.3.4 The Sellers shall only be required to transfer the Offered Shares to the Offerees if the Preemption Right has been exercised for all and no less than all Offered Shares. 3.3.5 Once the Offered Shares have been offered to the holders of the Preemption Right and: (i) having those chosen not to exercise the Preemption Right; or any interest therein. If (ii) having those not exercised their respective Preemption Right for all and no less than all Offered Shares, the Seller(s) shall sell all Offered Shares to the Potential Acquirer at any time the price offered by him, provided that: (i) the Sale is completed in no longer than thirty (30) days following the expiry of the exercise of the Preemption Right by the Offerees; (ii) the operation is completed in full compliance with the price and payment conditions pursuant to the Selling Notice; and (iii) concomitantly with the formalization of the Sale of the Shares, the Potential Acquirer formally and unconditionally accepts all terms and conditions herein by executing the instrument of adhesion. 3.3.6 Any amendment to the Sale conditions indicated in the Selling Notice during the term hereof, HFN or HFN Info desires to transfer any interest in Stock, such transfer must be effectuated as follows: (a) HFN or HFN Info (period between the "Selling Shareholders") shall first offer to sell its Stock Offer to the Company Offerees and the other Shareholders (including, completion of the operation for purposes hereof, Swedish) by presenting the Sale to the Company Potential Acquirer shall constitute a new and distinct Sale that shall not be completed until a new Offer to the other Shareholders an executed written offer (the "Offer Notice") to sell its Stock on Offerees is made, in the same terms and conditions on which the Selling Shareholder proposes included in item 3.3, so Offerees are able to transfer its Stock and a copy of the bona fide written offer to sell or purchase ---- ---- (if any); (b) Upon receipt of the Offer Notice, the Company, acting through its Board of Directors (any director who is an HFN representative not voting), shall have thirty (30) days in which to notify the Selling Shareholder in writing of its desire to purchase the Selling Shareholder's Stock. If the Company does not elect to purchase the Selling Shareholder's Stock as just described or takes no action, the provisions of Subparagraph (c) below shall become applicable; (c) If the Company does not elect to purchase the Selling Shareholder's Stock pursuant to Subparagraph (b) above, the other Shareholders shall have thirty (30) days after expiration of the thirty (30) day period referred to in Subparagraph (b) to notify the Selling Shareholder in writing of exercise their offer to purchase their pro rata share of the Selling Shareholder's Stock. --- ---- For purposes of this Agreement, a Shareholder's "pro rata share" shall equal the --- ---- percentage which the number of shares of Stock owned by it bears to the total number of shares of Stock owned by all of the Shareholders desiring to accept the Selling Shareholder's offer; (d) If the Company and/or the other Shareholders do not elect to purchase the Selling Shareholder's Stock as just described, the Selling Shareholder shall be free to sell its Stock to the prospective purchaser at the price and on the other terms and conditions described in the Offer Notice delivered pursuant to Subparagraph (a) above; and (e) The closing of any purchase by the Company or the other Shareholders pursuant to this Paragraph 10 shall occur on a date designated by the purchasing party(s) not more than sixty (60) nor less than fifteen (15) days after exercising its/their option to purchase. Against payment of the purchase price at the closing (by certified or cashier's check or wire transfer of immediately available funds), the Selling Shareholder shall assign and deliver to the Company or the purchasing Shareholders the share certificates and/or other documents representing its interest in the Stock to be sold, free and clear of all liens, claims or other encumbrances, in form ready for transfer and duly endorsed for transfer or accompanied by stock powers duly executed by the Selling ShareholderPreemption Right.

Share Transfer Restrictions. Except 10.1 The restriction on transfer contained in this Article shall not apply to a Permitted Transfer as expressly provided herein --------------------------- defined in Article-9 or in Paragraph 10, neither HFN nor HFN Info shall assign, sell, transfer, pledge, hypothecate, gift or otherwise dispose of or encumber all or to any portion of its shares transfer with the prior written consent of the Stock other Shareholders. 10.2 Save as provided in the preceding paragraph, no Shares (or any interest therein. ) shall be transferred or disposed of to any person unless and until the rights of pre-emption conferred by this Article have been exhausted and only then as permitted herein below. 10.3 If at any time during the term hereof, HFN or HFN Info desires a Shareholder wishes to transfer any interest in Stockits Shares, such transfer must be effectuated as follows: the Shareholder (a) HFN or HFN Info (the "Selling Shareholders"“Seller”) shall first offer to sell its Stock to the Company and give all of the other Shareholders (including“Offerees”) notice (“Transfer Notice”) stating: a) the number of Shares proposed to be transferred (“Sale Shares”); b) the cash price per Sale Share (“Specified Price”); c) the name of the transferee (if known); and d) any other terms of the transfer. 10.4 Within 20 Business Days after receiving a Transfer Notice (“Offer Period”), for purposes hereof, Swedishthe Offerees shall give the Seller notice (“Offeree Notice”) by presenting to stating whether it accepts or rejects in full the Company and to offer made in the other Shareholders an executed written offer (Transfer Notice. The Offerees shall also give the "Offer Notice") to sell its Stock on the same terms and conditions on which the Selling Shareholder proposes to transfer its Stock and Board a copy of its notice to the bona fide written Seller. Failure of an Offeree to respond within the 20 Business Days period is agreed to mean no acceptance. 10.5 If the Offeree accepts the offer to sell or purchase ---- ---- (if any); (b) Upon receipt made in the Transfer Notice, the transfer of the Sale Shares shall be completed on the tenth Business Day after the expiry of the Offer NoticePeriod or such other date as the Seller and the Offeree may agree in writing, when the Offeree shall buy and the Seller shall sell the Sale Shares at the Specified Price. 10.6 If the Offeree does not accept the offer made in the Transfer Notice before the expiry of the Offer Period, the Company, acting through its Board of Directors Seller may sell the Sale Shares to a third party (any director who is an HFN representative “Purchaser”) provided that: a) the transfer shall be completed within 60 Business Days after giving the Transfer Notice to the Offeree; b) the transfer shall be at a price per Sale Share not voting), shall have thirty (30) days in which to notify less than the Selling Shareholder in writing of its desire to purchase the Selling Shareholder's Stock. If the Company does not elect to purchase the Selling Shareholder's Stock as just described or takes no action, the provisions of Subparagraph (Specified Price; c) below the transfer shall become applicable; (c) If the Company does not elect to purchase the Selling Shareholder's Stock pursuant to Subparagraph (b) above, the other Shareholders shall have thirty (30) days after expiration of the thirty (30) day period referred to in Subparagraph (b) to notify the Selling Shareholder in writing of their offer to purchase their pro rata share of the Selling Shareholder's Stock. --- ---- For purposes of this Agreement, a Shareholder's "pro rata share" shall equal the --- ---- percentage which the number of shares of Stock owned by it bears be made on terms no more favorable to the total number of shares of Stock owned by all of the Shareholders desiring to accept the Selling Shareholder's offer; (d) If the Company and/or the other Shareholders do not elect to purchase the Selling Shareholder's Stock as just described, the Selling Shareholder shall be free to sell its Stock Purchase than those offered to the prospective purchaser at the price and on the other terms and conditions described in the Offer Notice delivered pursuant to Subparagraph (a) aboveOfferee; and (ed) The closing of any purchase the Purchaser being approved by the Company or Parties hereof, which approval shall not be unreasonably withheld, and executing a Deed of Adherence as set out in Annex-A on the other Shareholders pursuant to this Paragraph 10 shall occur on a date designated by the purchasing party(s) not more than sixty (60) nor less than fifteen (15) days after exercising its/their option to purchase. Against payment of the purchase price at completion of the closing (by certified or cashier's check or wire transfer of immediately available funds), the Selling Shareholder shall assign and deliver to the Company or the purchasing Shareholders the share certificates and/or other documents representing its interest in the Stock to be sold, free and clear of all liens, claims or other encumbrances, in form ready for transfer and duly endorsed for transfer or accompanied by stock powers duly executed by the Selling ShareholderTransfer.

Share Transfer Restrictions. Except as expressly provided herein --------------------------- 3.1 The Shareholders shall not directly or indirectly, wholly or in Paragraph 10, neither HFN nor HFN Info shall assignpart, sell, assign, transfer, pledge, hypothecate, gift or otherwise dispose of provide as guarantee or encumber all in any way their Shares, Share subscription rights or any portion other securities issued by the Company that are convertible into Shares or grant Share subscription rights, such as convertible debentures and subscription bonuses, that are held by the Shareholders (all these acts hereinafter referred to as “Sale” or “Sell”), except when it is done so with the prior consent in writing of the remaining Shareholders or pursuant to the provisions of this item 3 in cases of no consent. 3.1.1 Any Sale that does not comply with the provisions of this item 3 shall be legally considered null. 3.2 The provisions of item 3.1 above does not apply: (i) in the case of Sale of the Shares owned by any Shareholder to his Affiliate(s), provided that said Affiliate(s), concomitantly with the transfer, formally and unconditionally accept all terms and conditions herein, by signing the relevant statement; and (ii) in case Shareholders Sell their Shares in a Subsequent Offer. 3.3 If any Shareholder wishes to Sell (“Seller”) part or all of his Shares (“Offered Shares”), said Shareholder shall give prior notice to the remaining Shareholders (“Offerees”), with a copy to the Company, and the notice shall contain: (i) the percentage the Offered Shares represent of the total capital stock of the Company; (ii) the terms, the price, which shall mandatorily be expressed in local currency and no other payment modalities shall be accepted, and other conditions, including payment conditions (“Exercise Price”); (iii) the full qualification of the interested party, its main activity and, for corporations, except for publicly-held companies or investment funds, the detailed composition of its shares capital stock to the individuals’ level (“Potential Acquirer”); and (iv) a copy of the Stock or offer presented by the Potential Acquirer (“Offer”), which must include the Potential Acquirer’s unconditional and irrevocable commitment to become a party to this Agreement and to fully comply with it (“Selling Notice”). 3.3.1 The Offerees shall have the prior right to acquire the Offered Shares at the Exercise Price (―Offer to the Offerees ), provided that within thirty days following the receipt of the Selling Notice they inform the Seller(s) and the Company in writing if they intend to exercise their prior right to acquire the Offered Shares. 3.3.2 The acquisition of Shares by the Offeree(s) shall be completed and officialized within sixty (60) days following the receipt of the respective Selling Notice. 3.3.3 The failure by any Offeree to state their interest therein. If at any time during with regard to the term hereof, HFN or HFN Info desires offer mentioned in the Selling Notice within the respective periods for the exercise of the Preemption Right shall be deemed to be a waiver of the exercise of the Preemption Right. 3.3.4 The Sellers shall only be required to transfer any interest in Stock, such transfer must be effectuated as followsthe Offered Shares to the Offerees if the Preemption Right has been exercised for all and no less than all Offered Shares. 3.3.5 Once the Offered Shares have been offered to the holders of the Preemption Right and: (ai) HFN having those chosen not to exercise the Preemption Right; or HFN Info (ii) having those not exercised their respective Preemption Right for all and no less than all Offered Shares, the "Selling Shareholders"Seller(s) shall first offer to sell its Stock all Offered Shares to the Company Potential Acquirer at the price offered by him, provided that: (i) the Sale is completed in no longer than thirty (30) days following the expiry of the exercise of the Preemption Right by the Offerees; (ii) the operation is completed in full compliance with the price and payment conditions pursuant to the Selling Notice; and (iii) concomitantly with the formalization of the Sale of the Shares, the Potential Acquirer formally and unconditionally accepts all terms and conditions herein by executing the instrument of adhesion. 3.3.6 Any amendment to the Sale conditions indicated in the Selling Notice during the period between the Offer to the Offerees and the other Shareholders (including, completion of the operation for purposes hereof, Swedish) by presenting the Sale to the Company Potential Acquirer shall constitute a new and distinct Sale that shall not be completed until a new Offer to the other Shareholders an executed written offer (the "Offer Notice") to sell its Stock on Offerees is made, in the same terms and conditions on which the Selling Shareholder proposes included in item 3.3, so Offerees are able to transfer its Stock and a copy of the bona fide written offer to sell or purchase ---- ---- (if any); (b) Upon receipt of the Offer Notice, the Company, acting through its Board of Directors (any director who is an HFN representative not voting), shall have thirty (30) days in which to notify the Selling Shareholder in writing of its desire to purchase the Selling Shareholder's Stock. If the Company does not elect to purchase the Selling Shareholder's Stock as just described or takes no action, the provisions of Subparagraph (c) below shall become applicable; (c) If the Company does not elect to purchase the Selling Shareholder's Stock pursuant to Subparagraph (b) above, the other Shareholders shall have thirty (30) days after expiration of the thirty (30) day period referred to in Subparagraph (b) to notify the Selling Shareholder in writing of exercise their offer to purchase their pro rata share of the Selling Shareholder's Stock. --- ---- For purposes of this Agreement, a Shareholder's "pro rata share" shall equal the --- ---- percentage which the number of shares of Stock owned by it bears to the total number of shares of Stock owned by all of the Shareholders desiring to accept the Selling Shareholder's offer; (d) If the Company and/or the other Shareholders do not elect to purchase the Selling Shareholder's Stock as just described, the Selling Shareholder shall be free to sell its Stock to the prospective purchaser at the price and on the other terms and conditions described in the Offer Notice delivered pursuant to Subparagraph (a) above; and (e) The closing of any purchase by the Company or the other Shareholders pursuant to this Paragraph 10 shall occur on a date designated by the purchasing party(s) not more than sixty (60) nor less than fifteen (15) days after exercising its/their option to purchase. Against payment of the purchase price at the closing (by certified or cashier's check or wire transfer of immediately available funds), the Selling Shareholder shall assign and deliver to the Company or the purchasing Shareholders the share certificates and/or other documents representing its interest in the Stock to be sold, free and clear of all liens, claims or other encumbrances, in form ready for transfer and duly endorsed for transfer or accompanied by stock powers duly executed by the Selling ShareholderPreemption Right.