Paragraph 2: Operation of the company.

In the event that the company refuses to consent to the transfer, it shall have a period of six months from the date of notification of its refusal by registered letter with acknowledgement of receipt to notify, in the same form, the shareholder who persists in his intention to transfer his shares of a plan to transfer or purchase them, in accordance with the provisions in third paragraph of article 19 of law no. 66-879 of 29 November 1966. This period may be renewed by the Minister of Justice at the request of all the partners, including the transferor. The request is made by teleprocedure on the website of the Ministry of Justice.

If the acquirer is a third party, the provisions of articles R. 743-44 and R. 743-99 are applicable, with the exception of those concerning notification to the company itself and those of the second paragraph of Article R. 743-99. The transferee's request must be submitted to the Minister of Justice, Keeper of the Seals, before the expiry of the period mentioned in the first paragraph, by teleprocedure on the website of the Ministry of Justice.

Failing agreement between the parties, the transfer price shall be set by an expert appointed under the conditions provided for in Article 1843-4 of the Civil Code. Any clause to the contrary is deemed unwritten.

The transferee undertakes, in writing, to pay the price thus fixed; his undertaking is attached to his application and a copy of the draft deed of transfer takes the place of the copy or one of the originals referred to in the third paragraph of article R. 743-44.

If the corporate units are acquired by the company, by the members or by one or more of them, this is done in accordance with Article R. 743-45; in this case, the copy or one of the originals of the deed of assignment shall be sent to the Minister of Justice, Keeper of the Seals, before the expiry of the period referred to in the first paragraph.

Where the transferring shareholder refuses to sign the deed transferring his shares to the company, to his co-shareholders, to one or more of them or to a third party, his refusal will be overruled two months after the company has sent him a reminder by registered letter with acknowledgement of receipt, which has remained unsuccessful; his withdrawal from the company is pronounced by order of the Minister of Justice, and the transfer price of the shares is deposited at the expense of the transferee.