Seagate 2010 Annual Report Download - page 258

restrictions following any Transfer thereof in accordance with Section 3.1(b)(ii) or Section 3.1(c) .
Section 3.3.
Procedures for Transfer; Right of First Refusal.
(a)
In order to ensure compliance with the provisions of this Article III , prior to any proposed Transfer of Acquisition
Shares (other than any Transfer of Registrable Securities pursuant to Article IV ), Shareholder shall give written notice to Company of its
intention to effect such Transfer. Each such notice shall describe the manner and circumstances of the proposed Transfer in sufficient detail and
shall be accompanied by:
(i)
an opinion of a nationally recognized securities law firm that such Transfer is exempt from the registration
requirements of Section 5 of the Securities Act;
(ii) a seller’s representation letter and, if such Transfer is proposed to be executed through a broker, a broker’s
representation letter, in each case, in customary form, confirming that such sale will be or has been effected pursuant to Rule 144 under the
Securities Act; or
(iii)
a “no action” letter from the staff of the SEC addressed to Shareholders to the effect that the Transfer
without registration would not result in a recommendation by the staff to the SEC that action be taken with respect thereto.
(b)
In the event that Shareholder or one of its Affiliates proposes to Transfer any Acquisition Shares pursuant to Section
3.1(d)(ii)(3) , Shareholder (or the applicable Affiliate) shall first comply with the following provisions of this Section 3.3(b) :
(i)
Prior to Transferring any of its Acquisition Shares, Shareholder (or the applicable Affiliate) shall deliver to
Company a written notice (the “ Transfer Notice ”) stating: (A) Seller’s (or the applicable Affiliate’s) bona fide intention to Transfer such
Acquisition Shares; (B) the name, address and phone number of the proposed purchaser or other transferee (a “ Proposed Transferee ”); (
C) the
aggregate type and number of Acquisition Shares proposed to be Transferred to each Proposed Transferee (the “ Offered Shares ”); and (D) the
bona fide cash price or, in reasonable detail, other consideration for which Shareholder (or the applicable Affiliate) proposes to Transfer the
Offered Shares (the “ Offered Price ”).
(ii)
For a period of fifteen (15) days (the “ Exercise Period ”) after the date on which the Transfer Notice is
deemed to have been delivered to Company, subject to compliance with the requirements of Irish law, Company shall have the right to purchase
all of the Offered Shares for the Offered Price. In order to exercise its right hereunder, Company must deliver written notice (the “ Exercise
Notice ”) to Seller within the Exercise Period. In such case, Company shall purchase, or cause its designee (which Company shall notify
Shareholder or the applicable Affiliate in advance) to purchase, all of the Offered Shares by paying the Offered Price to Shareholder (or the
applicable Affiliate) and taking such other necessary actions to effect the foregoing and Shareholder (or the applicable Affiliate) shall deliver the
Offered Shares and other necessary transfer documents and take such other necessary actions to effect the foregoing, within ten (10) days after
the payment of the Offered Price.
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(iii) In the event that Company declines to exercise its right of purchase under the preceding clause (ii) of this
Section 3.3(b) or fails to pay, or cause to be paid, prior to the expiration of the Exercise Period, the Offered Price in full after delivering the
Exercise Notice in accordance with Section 3.3(b)(ii) or Company fails to send an Exercise Notice prior to the expiration of the Exercise Period,
Shareholder (or the applicable Affiliate) shall be permitted to Transfer to the Proposed Transferee the Offered Shares at the Offered Price at any
time from and including the date falling thirty (30) days after the end of the Exercise Period, if the Exercise Notice is not received by
Shareholder, or forty (40) days after the end of the Exercise Period, if the Exercise Notice is received by Shareholder but Company fails to pay,
or cause to be paid, the Offered Price in full in accordance with Section 3.3(b)(ii) . In the event that Shareholder shall not Transfer to the
Proposed Transferee all or any of the Offered Shares at the Offer Price during the periods contemplated by this Section 3.3(b)(iii) , then
Shareholder and its Affiliates shall comply with the terms of this Section 3.3(b) prior to, and as a condition of, any subsequent Transfer of any
Acquisition Shares.
(c)
Notwithstanding anything to the contrary set forth herein, if Company fails to effect the Registration of all of the
Registrable Securities in accordance with Section 4.1 , and subject to the limitations therein, the rights and obligations of the Parties under
Section 3.3(b) shall terminate automatically without any further action.
(d)
Any attempted or purported Transfer of Acquisition Shares in violation of this Agreement shall be null and void,
regardless of whether the purported transferee has any actual or constructive knowledge of the provisions hereof. Company shall not record on
its stock transfer books or otherwise any attempted or purported Transfer in violation of this Agreement.
(e)
Company will cooperate with, and will direct its transfer agent and registrar to cooperate with and process, as
promptly as practicable, any proposed Transfer of Acquisition Shares by Shareholder that does not violate the provisions of this Agreement.
Section 3.4.
Applicability to Other Securities. If, following the date hereof, Company issues any Ordinary Shares or any other
securities of Company in respect of or in substitution or exchange for the Acquisition Shares in connection with any stock split, dividend or
combination, or any recapitalization, reclassification or similar transaction, such shares or securities shall be subject to the same restrictions set
forth in this
Article III
as are then applicable to the Acquisition Shares with respect to which such shares or securities have been issued in respect