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10-K
ICONIX BRAND GROUP, INC. filed this Form 10-K on 03/28/2019
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its stock of any class which would constitute a “public offering” within the meaning of the United States Securities Act of 1933, as it may be amended from time to time; and the consent of the directors of the corporation shall be required to approve the issuance or transfer of any shares as being in compliance with the foregoing restrictions.

No natural person who is a holder of shares of Class A voting common stock shall sell, assign or otherwise dispose of any such share or shares of stock of this corporation to any person, firm, corporation or association, nor shall the executor, administrator, trustee, assignee or other legal representative of such deceased stockholder sell, assign, transfer or otherwise dispose of any such share or shares of the stock of this corporation to any person, firm, corporation or association, nor to any next of kin or legatee or legatees of a deceased stockholder, without first offering the said share or shares of  stock for sale to any  other natural persons who are holders of Class A voting common stock of the corporation at a price representing the true book value thereof at the time of said offer and said stockholders shall have the right to purchase the same by payment of such purchase price at any time within thirty (30) days after receipt of written notice of said offer. In the event that said stockholders accept the offer to sell such share or shares within thirty (30) days after the receipt of written notice of said offer, the share or shares shall next be offered for sale to any other holders of Class A voting common stock of the corporation, at a price representing the true book value thereof at the time of said offer and such other stockholders shall have the right to purchase the same by payment of such purchase price at any time within thirty (30) days after the receipt of written notice of said offer.  In the event that said stockholders do not accept the offer to sell such share or shares within thirty (30) days after receipt of written notice of said offer, the share or shares shall next be offered for sale to the corporation at a price representing true book value thereof at the time of said offer and the corporation shall have the right to purchase the same by payment of such purchase price at any time within thirty (30) days after the receipt of written notice of said offer.

No holder of shares of Class A voting common stock which is a firm, corporation or association shall sell, assign or otherwise dispose of any such share or shares of stock of this corporation to any person, firm, corporation or association, nor shall the executor, administrator, trustee, assignee or other legal representative of such deceased stockholder sell, assign, transfer or otherwise dispose of any such share or shares of the stock of this corporation to any person, firm, corporation or association, nor to any next of kin or legatee or legatees of a deceased stockholder, without first offering the said share or shares of stock for sale to all other holders of Class A voting common stock at a price representing the true book value thereof at the time of said offer and said shareholders shall have the right to purchase the same by the payment of such purchase price at any time within thirty (30) days after receipt of written notice of said offer. In the event that said shareholders do not accept the offer to sell such share or shares within thirty (30) days after receipt of the written notice of said offer, the share or shares shall next be offered for sale to the corporation at a price representing the true book value thereof at the time of said offer and the corporation shall have the right to purchase the same by payment of such purchase price at any time within thirty (30) days after the receipt of written notice of said offer.

No holder of shares of Class B non-voting common stock shall sell, assign or otherwise dispose of any such share or shares of stock of this corporation of either class to any person, firm, corporation or association, nor shall the executor, administrator, trustee, assignee or other legal representative of such deceased stockholder sell, assign, transfer or otherwise dispose of any share or shares of the stock of this corporation to any person, firm, corporation or association, nor to any next of kin or legatee or legatees of a deceased stockholder, without first offering the said share or shares of stock for sale to the corporation at a price representing the true book value thereof at the time of said offer and the corporation shall have the right to purchase the same by the payment of such purchase price at any time within thirty (30)  days after receipt of written notice of said offer. In the event that the corporation does not accept the offer to sell such share or shares within thirty (30) days after receipt of the written notice of said offer, the share or shares shall next be offered for sale to the other stockholder or stockholders of said corporation at a price representing the true book value thereof at the time of said offer and such other stockholder or stockholders shall have the right to purchase the same by payment of such purchase price at any time within thirty (30) days after the receipt of written notice of said offer.

Compliance with the foregoing terms and conditions in regard to the sale, assignment, transfer or other disposition of the shares of stock of this corporation shall be a condition precedent to the transfer of such shares of stock on the books of this corporation.

The holders of Class A shares and Class B shares shall, upon the issue or sale of Class A shares or Class B shares of stock, respectively, (whether now or hereafter authorized) or any securities convertible into such stock,

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