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, the Shares shall automatically transfer to the Shareholder’s heir(s), beneficiaries or devisees, except that the Shares shall automatically become non-voting. If the heir(s), beneficiaries or devisees shall ever wish to sell the Shares, each must sell all of the Shares and give Notice to the Corporation and the other Shareholders in writing of the intent to sell, granting the other Shareholders a thirty (30) day exclusive period to negotiate a mutually acceptable acquisition, pro rata. If an offer has already been received for the Shares, the heir(s), beneficiaries or devisees must provide a full and complete copy of the offer to buy the Shares, plus a thirty (30) day right of first refusal to match the offer.
DEATH OF A SHAREHOLDER. In the event of the death of a holder, or of one of the joint holders, of any shares, the Corporation shall not be required to make any entry in the securities register in respect of the death of that person or to make payment of any dividends on such shares except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agents.
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 death of an owner, the business can suffer a financial setback (key person loss). This problem can be compounded if the surviving shareholders have to take in a new partner, the deceased owner's spouse. He / She may have very little knowledge of the business, but yet expect a salary and profits from the business. Harmonious transition of the business can be accomplished with a buy-sell agreement fully funded with life insurance coverage.
DEATH OF A SHAREHOLDER. The death of a Shareholder shall constitute a Third Party Offer hereunder at Fair Market Value for such deceased Shareholder's stock (including the interest, if any, in such stock held by such Shareholder's spouse) and the provisions of Sections 3.3 through 3.6 shall apply to such Third Party Offer.
DEATH OF A SHAREHOLDER. Upon the death of any Shareholder, any Shares held in ---------------------- the name of such deceased Shareholder shall continue to be held subject to the terms and conditions of this Agreement as if they remained in the ownership of the deceased Shareholder. The estate or a representative thereof, shall deliver written notice of the death of Shareholder within sixty (60) days of death and any persons to whom the Shares will be allocated will be issued voting trust Certificates and will take such Certificates and the Shares subject to the terms of this Agreement.
