Print Page  Close Window

SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
<PAGE>   4
        is agreed upon by the parties to that closing. The purchase price in
        such a purchase and sale will be a cash amount equal to the price
        specified in the Notice, paid by certified check, bank draft or wire
        transfer payable to the order of the transferring Manager (or his
        Permitted Transferees), against the transferring Manager's delivery to
        Allen of certificates representing the Shares to be transferred, which
        will be free and clear of all liens and encumbrances and duly endorsed
        for transfer or accompanied by duly executed stock powers.

2.3 Agreement to be Bound. No Transfer of Shares will be effective (and the
Company will not transfer on its books any Shares) unless (a) the certificates
representing such Shares issued to the Transferee bear the legends required by
Section 8.4, and (b) the Transferee has executed and delivered to the Company,
as a condition precedent to such Transfer, an instrument or instruments in form
and substance satisfactory to the Company, confirming that Transferee (and the
Transferee's spouse if such spouse will receive a community property interest in
the Shares) agrees to be bound by the terms of this Agreement (including without
limitation the provisions of Section 2.2 applicable to the Managers); provided,
however, that the condition set forth in clause (a) of this Section 2.3 will not
apply to any sale of Shares to the public pursuant to an effective registration
statement under the Securities Act or, provided such sale is not to an Affiliate
of the Selling Stockholder, pursuant to Rule 144 promulgated under the Act.

2.4 Involuntary Transfers. In the case of any Transfer of title or beneficial
ownership of Shares upon default, foreclosure, forfeit, court order, or
otherwise than by a voluntary decision on the part of a Stockholder, other than
the death of a Stockholder (an "INVOLUNTARY TRANSFER"), such Stockholder will
promptly (but in no event later than 30 days after such Involuntary Transfer)
furnish written notice to the Company indicating that the Involuntary Transfer
has occurred, specifying the name of the person to whom such Shares have been
transferred, giving a detailed description of the circumstances giving rise to,
and stating the legal basis for, the Involuntary Transfer. In the event of any
such Involuntary Transfer, the Company will have the right, exercisable at any
time within 60 days of the date it receives notice of such Involuntary Transfer,
to purchase such Shares for their fair market value as determined under Section
5.4.

3.      TAG ALONG RIGHTS.

3.1 Rights to Participate in Sale. In the event that a Stockholder (the
"PROPOSED Transferor") accepts a bona fide offer pursuant to which Shares are
being sold to any person or persons acting in concert (the "PROPOSED
TRANSFEREE") in a transaction or series of transactions which will result in a
transfer of 25% or more of the outstanding Common Stock (a "TAG ALONG SALE"),
each of the other Stockholders (the "OTHER STOCKHOLDERS") shall have the right
and option to participate (the "TAG ALONG RIGHT"), prior to any such sale by the
Proposed Transferor, in such sale in the manner and to the extent provided in
this Section 3. Upon the acceptance of a bona fide offer by the Proposed
Transferor, the Proposed Transferor shall promptly give notice (the "TAG ALONG
NOTICE") to each of the Other Stockholders of the Tag Along Right, and shall
attach a copy of the bona fide offer. To exercise the Tag Along Right, each of
the Other Stockholders shall deliver written notice to such effect to the
Proposed Transferor and Proposed Transferee within 10 days next



                                      -4-