Common use of Upper Limit Clause in Contracts

Upper Limit. BCI will redeem in cash and at the Redemption Price per share determined at the date of tender each share of Stock tendered by the Executor of a Principal Shareholder to BCI for redemption; provided, however, that the aggregate number of shares of Stock to be redeemed by BCI shall not exceed the number of shares of Stock redeemable under Section 303 of the Code without unfavorable dividend tax consequences. The initial redemption of shares of Stock for each Principal Shareholder shall be the greatest of (i) the minimum number of shares of Stock that must be redeemed in payment of Death Taxes due at the time the returns for Death Taxes are due and all Administration Expenses incurred to such time, (ii) the maximum number of shares of Stock that could be redeemed equal in aggregate value to the proceeds of life insurance on such Principal Shareholder received by BCI within nine months of the death of such Principal Shareholder, or, (iii) in the cases of the Estates of William and Maxine Block the value of the Stock determined by multip▇▇▇▇▇ ▇he li▇▇▇▇▇▇y for Death Taxes and Administration Expenses as initially determined in the Estate of William Block or Maxine Block, as the case may be, by a fraction, th▇ ▇▇▇▇▇ator of wh▇▇▇ ▇▇ the aggregate value of the shares initially redeemed in the Estate of Paul Block, Jr. and the denominator of which is the aggregate liabil▇▇▇ of Death Taxes and Administration Expenses as initially determined in the Estate of Paul Block, Jr.

Appears in 1 contract

Sources: Stock Redemption Agreement (Block Communications Inc)

Upper Limit. BCI will redeem in cash and at the Redemption Price per share determined at the date of tender each share of Stock tendered by the Executor of a Principal Shareholder to BCI for redemption; provided, however, that the aggregate number of shares of Stock to be redeemed by BCI shall not exceed the number of shares of Stock redeemable under Section 303 of the Code without unfavorable dividend tax -5- <PAGE> consequences. The initial redemption of shares of Stock for each Principal Shareholder shall be the greatest of (i) the minimum number of shares of Stock that must be redeemed in payment of Death Taxes due at the time the returns for Death Taxes are due and all Administration Expenses incurred to such time, (ii) the maximum number of shares of Stock that could be redeemed equal in aggregate value to the proceeds of life insurance on such Principal Shareholder received by BCI within nine months of the death of such Principal Shareholder, or, (iii) in the cases of the Estates of William ▇▇▇▇▇▇▇ and Maxine ▇▇▇▇▇▇ Block the value of the Stock determined by multip▇▇▇▇▇ ▇he li▇▇▇▇▇▇y multiplying the liability for Death Taxes and Administration Expenses as initially determined in the Estate of William ▇▇▇▇▇▇▇ Block or Maxine ▇▇▇▇▇▇ Block, as the case may be, by a fraction, th▇ ▇▇▇▇▇ator the numerator of wh▇▇▇ ▇▇ which is the aggregate value of the shares initially redeemed in the Estate of Paul ▇▇▇▇ Block, Jr. and the denominator of which is the aggregate liabil▇▇▇ liability of Death Taxes and Administration Expenses as initially determined in the Estate of Paul ▇▇▇▇ Block, Jr.

Appears in 1 contract

Sources: Stock Redemption Agreement