DEATH OF A SHAREHOLDER. The death of a Shareholder during the continuance of PREIT shall not terminate PREIT’s existence or entitle the legal representative of such Shareholder to any action in the courts or otherwise against the Trust Property, PREIT or the Trustees by virtue of the fact of death alone. The executors, administrators, heirs, legatees or assigns of a deceased Shareholder shall succeed to the rights and be subject to the liabilities of the deceased Shareholder as a holder of Shares.
DEATH OF A SHAREHOLDER. 15.1 On the death of a Shareholder (the “Deceased Shareholder”), all of the shares of the Corporation held by the Deceased Shareholder personally, or through a corporation wholly owned by the Deceased Shareholder, shall vest indefeasibly with the beneficiaries of the estate of the Deceased Shareholder (the “Beneficiaries”) pursuant to the deceased Shareholder’s Last Will and Testament or the intestate succession laws.
15.2 At any time within four (4) months following the death of a Shareholder, the Beneficiaries shall have the option of sending a notice in writing to the Corporation, and the remaining Shareholder(s) (the “Purchasers”) requiring the Purchasers to purchase the shares and the capital of the Corporation owned by the Deceased Shareholder in such proportion and on such terms as determined by the Beneficiaries (the “Purchased Shares”); and upon receipt of such notice, the Beneficiaries shall sell to the Purchasers, and the Purchasers shall purchase from the Beneficiaries, the aforementioned Purchased Shares.
15.3 The terms and conditions of the sale of the Purchased Shares shall be determined solely by the Beneficiaries, utilizing one of the following two options, or a combination of both:
(a) Option 1 - The Corporation shall redeem the Purchased Shares from the Beneficiaries, payable by way of a tax-free capital dividend, unless the value of the Shares exceed the capital dividend, in which case the balance remaining will be a taxable dividend in the hands of the Beneficiaries;
(b) Option 2 - The Purchasers shall purchase the Purchased Shares from the Beneficiaries, either personally or through a company or companies to be incorporated by them, with consideration for said Purchased Shares being payable by way of a Promissory Note. Immediately following the purchase, the Corporation can declare a tax-free dividend utilizing the capital dividend account. The Purchasers shall then pay the Promissory Note in full from the proceeds of the aforementioned tax-free dividend;
(c) Option 3 - To sell the shares of the Retiring Shareholder’s interest to a third party on consent of both Shareholders, or the parties will wind up the business.
15.4 In the event that the Beneficiaries fail to provide notice to the Purchasers within four (4) months of the date of death of the Deceased Shareholder, the Purchasers shall be entitled to send a notice in writing to the Beneficiaries requiring the beneficiaries to sell to the Purchasers all of the shares and the capita...
DEATH OF A SHAREHOLDER. Section 5;
DEATH OF A SHAREHOLDER. Upon the death of any Shareholder, the Company ---------------------- and, to the extent not exercised by the Company, the surviving Shareholder ("Surviving Shareholder") shall have the option to purchase and redeem, pursuant to Sections 6.1 and 6.2 (the "Purchase Provisions") all of the decedent's Shares. The Company and/or the Surviving Shareholder must exercise the options to purchase and redeem within ninety (90) days of the date of knowledge of decedent's death, or as soon thereafter as decedent's estate shall be legally entitled to effect the transaction; provided, however, that the Right of First -------- ------- Refusal under Section 3, the Company's Co-Sale Rights under Section 4 and Rule 144 sale advance notice provision under Section 5(a) shall remain in effect and be applicable to the Shares of a deceased Shareholder so long as they are held by a "Family Member" of a deceased Shareholder,
DEATH OF A SHAREHOLDER. Upon the death of a Shareholder ("Selling Shareholder") all of the Shares owned by the Selling Shareholder shall be subject to the terms of this Section 5. The Shares of a Controlling Shareholder and a Family Member Shareholder shall be subject to Sections 5.1 and 5.2, respectively.
DEATH OF A SHAREHOLDER. In the event of the Death of a Shareholder, the following provisions and restrictions shall apply to the deceased Shareholder's Shares, and to all Shares owned by the deceased Shareholder's estate or spouse, including community interest;
(a) The Purchase Price of the Shares shall be the amount established as indicated in Article III of this Agreement.
(b) Company shall purchase all of the Shares of the deceased Shareholder and his spouse or estate for an amount equal to the Purchase Price, in the following manner:
(1) The spouse and/or surviving Shareholders of the family will continue to be paid the monthly base salary then currently being advanced to the deceased for a period of ( ) months. These payments are in addition to the purchase price as indicated in Article III of this Agreement.
(2) The initial payment for the repurchase of the deceased Shareholder's Shares will be not less than percent ( %) of the total amount due to the deceased Shareholder's spouse and/or estate. However if Company did maintain life insurance on Shareholder for purposes of purchasing Shareholder's Shares in Company, then the initial payment for repurchase of the deceased Shareholders' Shares will be the amount of the life insurance proceeds that Company has received during the ( ) day period following the Shareholder's death. Any Life Insurance proceeds in excess of the amount due to the Shareholder's spouse and/or estate for the repurchase of the Shares will remain the property of Company.
(3) The balance of monies due under the repurchase agreement will be distributed in ( ) equal annual payments, plus accrued interest at a rate of percent ( ) per annum on the unpaid balance. The first (1st) installment payment shall be due one (1) year from the date of the initial payment. In the event the Life Insurance proceeds received by Company exceed the total Purchase Price due to the Shareholder's spouse and/or estate, then Company shall pay to Shareholder's spouse and/or estate as the case may be) only the total Purchase Price due.
(4) If the receipt of the Life Insurance proceeds (if any) is delayed beyond the initial ( ) day period following the Shareholder's death, Company shall then be obligated to pay the first (21st) installment of not less than percent ( ) of the total remaining amount due; with the balance being distributed in ( equal annual payments, plus accrued interest at a rate of percent ( %) per annum on the unpaid balance. Once the Life Insurance proceeds (if any)...
DEATH OF A SHAREHOLDER. If any Shareholder or any former Shareholder who has transferred Equity Securities pursuant to Section 5.11 dies, the
DEATH OF A SHAREHOLDER. The death of a Shareholder during the continuance of this Trust shall not terminate the Trust or entitle the legal representative of such Shareholder to any accounting or to any action in the courts or otherwise against the Trust property or the Trustees. The shares of a deceased Shareholder may be transferred by will, by operation of law or by agreement.
DEATH OF A SHAREHOLDER. In the event of the death of a Shareholder, the legal representative of his Estate shall be required to sell all of decedent's shares of stock of the Corporation and he shall be deemed to have offered all of said shares to the Corporation and surviving Shareholder.
DEATH OF A SHAREHOLDER. Subject to Section 2, the personal representative of a deceased Investor Shareholder’s estate or his or her contract beneficiary may exercise all of the decedent’s rights and powers as an Investing Shareholder, and the decedent’s shares of Company Securities will continue and pass to those entitled thereto upon the Investing Shareholder’s death. It is specifically provided that an Investing Shareholder may prepare a written and acknowledged document in which he or she designates one or more beneficiaries of that Investing Shareholder’s shares of Company Securities, and his or her written designation will be binding upon the Company if delivered to the Company within at least 60 days after the death of the Investing Shareholder.
