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which the selling stockholder proposes to sell the shares, in accordance with the procedures set <br />forth in this section. <br />Section 3.1. The selling stockholder shall provide to the Secretary a written <br />notice describing the terms of the transaction, including the number of shares to be sold, the price <br />at which the shares are to be sold, the place and acreage where the shares have historically been <br />used and the date of closing. <br />Section 3.2. The Secretary shall promptly provide a copy of such notice to each <br />stockholder by mailing the same to the stockholder's last known address according to Company <br />records. Any stockholder may within thirty (30) days of the date of mailing of said notice by the <br />Secretary elect to purchase the shares (but only as a block) on the same terms and conditions as <br />the proposed transaction by giving written notice to the selling stockholder and to the Secretary. <br />Such notice shall be effective when received by the Secretary. <br />Section 3.3. If only one (1) stockholder provides notice of the election to <br />purchase the shares, the selling stockholder and the electing stockholder shall proceed with the <br />closing as specified in the Notice. If no stockholder provides notice of the election to purchase <br />the shares, the Company may provide the notice. <br />Section 3.4. If more than one stockholder provides timely notice of his election <br />to purchase the shares, the Secretary shall notify all electing stockholders of the multiple <br />acceptances. If the electing stockholders cannot agree among themselves as to their percentage <br />interests in the sale, a lottery shall be held by the Secretary five days after the end of the 30 -day <br />period described above to designate the stockholder who shall be entitled to purchase the shares. <br />Section 3.5. If none of the stockholders provides timely notice of election to <br />purchase the shares, the selling stockholder shall be so notified in writing by the Secretary within <br />five days after the end of the 30 -day period described above. The selling stockholder shall then <br />be free to sell the shares but only on the terms and conditions and within the time period set forth <br />in the notice to the other stockholders. Thereafter, the right of first refusal shall once again apply <br />and the procedures set forth in this section shall again be followed. <br />Section 3.6. The Secretary shall not transfer on the books of the Company any <br />shares not sold in conformity with this section. The selling stockholder shall supply the <br />Secretary with his sworn affidavit of the price at which the offered shares were sold, together <br />with copies of closing documentation, which shall be presented at the time that transfer on the <br />books is requested, but not more than sixty (60) days after the sale. <br />Section 3.7. The following restriction shall be imprinted upon all certificates of <br />stock of the Company issued subsequent to the date hereof: The sale of shares of the Company to <br />non - stockholders is subject to a right of first refusal to purchase such shares in favor of all <br />stockholders in accordance with the by -laws of the Company. (Amended January 27, 1996). <br />0 <br />