encumbrance or other disposition, whether voluntary or involuntary, whether by
gift, bequest or otherwise, of any interest in Shares. In the case of a pledge,
the Transfer will be deemed to occur both at the time of the initial pledge and
at any pledgee's sale or a sale by any secured creditor or upon a retention by
the secured creditor of the pledged Shares in complete or partial satisfaction
of the indebtedness for which the Shares are security.
"Transfer" (as a verb) has the correlative meaning.
1.15 "TRANSFEREE" means any person to whom a Stockholder or the Company proposes
to Transfer any interest in Shares or has made a Transfer of any interest in
2. RESTRICTIONS ON TRANSFER.
2.1 General Restrictions on Transfer. Each Manager agrees that such Manager will
not Transfer any Shares now or hereafter at any time owned by such Manager to
the extent prohibited by this Agreement. The Company will not transfer upon its
books any Shares to any Person to the extent prohibited by this Agreement and
any purported transfer in violation hereof will be null and void and of no
2.2 Right of First Refusal.
2.2.1 Except for Permitted Transfers, no Manager will Transfer all or
any portion of his Shares in any manner whatsoever, unless he first
gives written notice (the "Notice") of the proposed Transfer to Allen.
The Notice will name the proposed Transferee, specify the type and
number of Shares to be transferred, the price (as agreed and also, if
different, stated in U.S. Dollars) to be paid for them, and the other
material terms of the proposed Transfer. The Notice will also constitute
an offer to sell the pertinent Shares to Allen on the terms described
therein. To the extent that the consideration proposed to be paid by any
transferee involves non-cash consideration, Allen may pay an equivalent
value in cash should he choose to accept his right of first refusal.
2.2.2 If, within 30 days following the giving of the Notice, Allen gives
a written notice (the "ELECTION NOTICE") to the transferring Manager of
his acceptance of the offer set forth in the Notice, the Manager shall
sell all, but not less than all of such Shares to Allen.
2.2.3 Upon expiration of the period for giving of the Election Notice
(without notice having been given), then all, but not less than all, of
the Shares included in the Notice may be transferred to the proposed
Transferee at any time within 90 days following the expiration of that
period, at a price and on terms no more favorable to the Transferee than
those specified in the Notice. Any later proposed Transfer may be made
(if otherwise permissible) only by again following the procedures
specified in this Section 2.2.
2.2.4 The closing of any purchase and sale made by Allen, upon exercise
of his rights under this Section 2.2, will be held within 60 days
following the giving of the Election Notice, at the then principal
offices of the Company or such other place as