Purchase Upon Death. Upon the death of a Stockholder (hereinafter referred to as Decedent), all of the shares of the capital stock of the Corporation owned by him, and to which he or his estate shall be entitled, shall be sold and purchased as hereinafter provided:
Purchase Upon Death. Upon the death of any Shareholder or the dissolution of a corporate Shareholder (the "Deceased Shareholder"), the Company shall have the irrevocable option, exercisable for 6 months after the date of death of the Deceased Shareholder, to purchase from the estate of such Deceased Shareholder, all Shares then owned by the estate of the Deceased Shareholder. The Purchase Price for such Shares shall be the Fair Market Value and shall be paid by delivery of an unsecured promissory note of the Company, payable to the order of the Deceased Shareholder (or the personal representative, executor, or administrator of the Deceased Shareholder, as the case may be), and bearing interest at the Prime Rate in effect on the date of the closing plus tow percentage points, with accrued and unpaid interest being due on each principal installment payment date. The principal amount of such note shall be payable in (i) eight (8) equal quarterly installments if the original principal amount of the note is equal to or less than $1,500,000, (ii) sixteen (16) equal quarterly installments if the original principal amount of the note is greater than $1,500,000 but equal to or less than $2,000,000; or (iv) twenty (20) equal quarterly installments if the original principal amount is greater than $2,000,000. Payment of quarterly installments shall commence on the first three month anniversary of the closing date of any purchase of Shares pursuant to this Section 6.5, payable to the order of the Deceased Shareholder (or the personal representative, executor, or administrator of the Deceased Shareholder, as the case may be).
Purchase Upon Death. Upon the death of the Employee, if the Policies are then in effect, the Company shall be obligated to use the Proceeds of the Policies to purchase shares of Common Stock of the Company held by the Employee’s estate or any Employee Stockholder (collectively, the “Estate”), and the Estate shall be obligated to sell said shares. Purchases pursuant to this Section 3 shall be made from the persons or entities constituting the Estate as the Estate shall determine. If the Estate cannot come to a determination within five (5) business days of the receipt of the Proceeds by the Company, the shares will be purchased on a pro rata basis from all of the persons or entities constituting the Estate. The price per share for purchases pursuant to this Section 3 shall be the higher of the amount of the Book Value (as defined in Section 4(a)) or the Market Value (as defined in Section 4(b)) and shall be paid in cash on the Closing Date (as defined in Section 5). If for any reason the Company does not expend all of the Proceeds to purchase shares, any such remaining or unused Proceeds shall be retained by the Company. The number of shares of Common Stock to be purchased from the Estate shall equal the amount of the Proceeds divided by the price per share as determined in accordance with this Section 3.
Purchase Upon Death. In the event of the death of a Member who is an individual (other than in the event all Members who are individuals die within a 90-day period), the Company shall have the right, but not the obligation, to purchase the Units that were held by the deceased Member and the Personal Representative of the deceased Member must sell such Member's Units to the Company if the Company exercises its right to purchase by giving written notice to the Personal Representative within 90 days after the Company's receipt of a written notice from the Personal Representative stating that such Member has died. The proceeds of the life insurance policies, if any, purchased by the Company pursuant to Section 5.3.7 below shall be applied to the purchase price of the deceased Member's Units if the Company exercises its right to purchase. The purchase price for the deceased Member's Units shall be their Fair Market Value and the purchase shall close within 30 days after the Personal Representative's receipt of the Company's notice stating that the Company has elected to purchase the deceased Member's Units. If the Company does not elect to exercise its right to purchase within 90 days, the deceased Member's Units automatically will become Economic Interests in lieu of Units without any further action on the part of the Company, the Managers or the other Members.
Purchase Upon Death. (a) In the event that Xxxxxx and/or Xxxx dies, the Corporation, upon the written request of the estate of such Shareholder, may purchase all of the Shares (or such portion of such Shares as the estate of the Shareholder requests) owned by such deceased Shareholder which shall also include (any Shares owned by any spouse or child of such Shareholder, or pursuant to any test or similar estate planning entity established by Xxxxxx or Xxxx, as the case may be, for the benefit of their family) at the time of his death, and the estate of the deceased Shareholder shall sell to the Corporation all (or such portion) of such Shares owned by him which it agrees to sell.
Purchase Upon Death. (i) Upon the occurrence of the death of any Shareholder, all of the stock of the Company owned by such deceased Shareholder (hereinafter referred to as the "Selling Shareholder") shall be sold to the Company by the Selling Shareholder's personal representative, and the Company shall purchase the same at the price and upon the terms of the payment hereinafter set forth. The closing of such sale shall take place at the main business office of the Company within ninety (90) days after the occurrence of the date or event giving rise to the purchase obligation hereunder, or if the Company and the Selling Shareholder's personal representative cannot agree on a date within said period, the closing shall take place ninety (90) days after the occurrence of the date or event
Purchase Upon Death. At any time prior to the Third Anniversary, upon the death of the Shareholder, the heirs or legatees of the Shareholder (collectively, the "Heirs") may retain any Shares received from the Shareholder subject to this Agreement. No Shares so transferred to the Heirs shall be transferred on the stock transfer records of the Company and no certificates representing such Shares shall be issued to the Heirs unless and until the Heirs shall execute and deliver to the Secretary of the Company a counterpart of this Agreement amended only to reflect the Heirs as parties thereto, thereby agreeing to be bound by the terms and conditions hereof. All certificates representing Shares to be transferred to the Heirs shall have endorsed thereon the legend set forth in Paragraph 10 hereof. If the Heirs elect to sell the Shares upon the death of the Shareholder, the terms and provisions of Paragraph 2 hereof shall apply and the Heirs shall be treated as the Shareholder for purposes of this Agreement.
Purchase Upon Death. 12 14 (i) Upon the occurrence of the death of any Shareholder, all of the stock of the Company owned by such deceased Shareholder (hereinafter referred to as the "Selling Shareholder") shall be sold to the Company by the Selling Shareholder's personal representative, and the Company shall purchase the same at the price and upon the terms of the payment hereinafter set forth. The closing of such sale shall take place at the main business office of the Company within ninety (90) days after the occurrence of the date or event giving rise to the purchase obligation hereunder, or if the Company and the Selling Shareholder's personal representative cannot agree on a date within said period, the closing shall take place ninety (90) days after the occurrence of the date or event giving rise to the purchase obligation hereunder or ninety days (90) days after the appointment of the personal representative of the estate of any such deceased Shareholder, whichever date will be the later to occur. Upon the sale of Shares pursuant to the terms of this subparagraph, the Selling Shareholder's personal representative shall transfer and warrant good and sufficient title to the Shares to the Company.
Purchase Upon Death. (a) Upon the death of any Stockholder (hereinafter referred to as the “Decedent”), the Corporation shall purchase and the Decedent’s personal representatives shall sell all of the shares of Common Stock of the Corporation owned b the Decedent (hereinafter referred to as the “Decedent Shares”) at the time of his death. The Corporation shall, by written notice addressed to the personal representative of the Decedent, fix a closing date for such purchase; the closing date shall not be less than ten (10) days after the appointment of such personal representative, but in no event longer than six (6) months after the date of death of the Decedent. The Corporation shall purchase the Decedent Shares on the closing date at a price per share (hereinafter referred to as the “Decedent Purchase Price”) which shall be the Agreed Value (as defined in Subsection 8) of the Shares.
Purchase Upon Death. Permanent Disability or Termination of Employment ---------------------------------------------------------------------- of Non-Voting Shareholder. If a Non-Voting Shareholder dies (the "Decedent"), ------------------------- becomes Permanently Disabled (the "Disabled Shareholder" as defined below), or his employment by the Corporation terminates for reasons other than his death or permanent disability (the "Terminating Shareholder") (a Decedent, Disabled Shareholder, or Terminating Shareholder is sometimes hereinafter referred to as a "Departed Shareholder"), the Shares owned by the Departed Shareholder or, as the case may be, his legal representative (the "Representative") shall be subject to the following rights and obligations. Accordingly, the Non-Voting Shareholders, for themselves and their respective heirs, successors, representatives and assigns, agree as follows:
