English to Italian Bus/Financial Law: Contract(s)

Shares may be freely transferred ”inter vivos” only as follows:

TRANSFER AND TRANSMISSION OF SHARES
in favour of any other holder of shares in the Company; and
in favour of any person or persons as may be approved by an extraordinary resolution of the Company taken at a General Meeting.
In all other cases, shares shall be transferred' ”inter vivos" in accordance with the following procedures:
- If the holder of any shares (hereinafter referred to as “the transferring member”) wishes to transfer his shares or any of them, he shall notify the Board by notice in writing (referred to as a ”transfer notice“) to the effect that he wishes to transfer the said shares.
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The receipt by the Board of a transfer notice shall be deemed for all intents and purposes to constitute the Board agent for the sale of the said shares at a fair value which shall be ascertained as follows.
If the Board shall approve the value estimated by the transferring member as the value of the shares, that sum shall be the fair value.