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(a) Notwithstanding any other provision of this agreement, other than Section 4. 3, but subject always to Section 4. 1, (1) each Shareholder shall be entitled after giving notice to the other Shareholders and to the Corporation to Transfer all or any part of the Securities beneficially owned by it to a corporation (the quot;transfereequot;), provided that (i) the transferor covenants to remain bound by the terms of this agreement as if it continued to be a Shareholder of the Corporation and perform such obligations to the extent that the Permitted Transferee fails to do so, to the extent that Shareholder is able to do so, (ii) the transferor or John Easton controls the transferee and directly or indirectly holds a majority of the voting interests of such transferee, and the only other shareholders of the transferee are the transferor, John Easton andor persons who are Related Persons to the transferor or John Easton, as the case may be, (iii) the transferee becomes bound by the terms of this agreement as if it were an original party hereto and (iv) the transferor and the transferee covenant to the Corporation and to the other Shareholders that (1) each shall continue to ensure that the condition in item (ii) above continues to be correct so long as the transferee owns any Shares and (2) the transferor shall not Transfer any of the shares in the capital of the transferee without first transferring ownership of its Securities from the transferee back to the transferor; (2) each Shareholder shall be entitled after giving notice to the other Shareholders and to the Corporation to Transfer all or any part of the Securities beneficially owned by it to a trust (the quot;transfereequot;), provided that (i) the sole trustee of the transferee is the Shareholder or John Easton, (ii) the transferor covenants to remain bound by the terms of this agreement as if it continued to be a Shareholder of the Corporation and perform such obligations to the extent that the Permitted Transferee fails to do so, to the extent that Shareholder is able to do so, (iii) the sole beneficiaries of the transferee are the transferor, John Easton, andor persons who are Related Persons to the transferor or John Easton, as the case may be, (iii) the transferee becomes bound by the terms of this agreement as if it were an original party hereto and (iv) the transferor and the transferee covenants to the Corporation and to the other Shareholders that each shall continue to ensure that the condition in item (ii) above continues to be correct so long as the transferee owns any Shares; and. (3) JohnCo and each Permitted Transferee of JohnCo shall be.]