Common use of DEATH OF A SHAREHOLDER Clause in Contracts

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 capital of the Corporation owned by them (the “Called Purchased Shares”) and upon receipt of such notice the Beneficiaries shall sell to the Purchasers, and the Purchasers shall purchase from the Beneficiaries the Called Purchased Shares in such proportion and on such terms as determined by the Purchasers. 15.5 The closing of the transaction of the purchase and sale contemplated by this Article shall take place on the date (in this Article the “Date of Closing”) which is the later of: (a) the date which is sixty (60) days after the notice contemplated in Article 15.2 or 15.4 hereof is delivered; and (b) the date which is the first business day following the thirtieth (30th) day after a valuation is completed in accordance with Article 16. 15.6 Notwithstanding the provisions of Article 15.5, the purchase of the Purchased Shares or the Called Purchased Shares shall be completed upon receipt of the proceeds of insurance on the life of the Deceased Shareholder, provided that if the Corporation is unable to collect the insurance proceeds on the life of the Deceased Shareholder within twelve (12) months, the Beneficiaries, the heirs, administrators and assigns of the Purchasers shall have the option to defer the purchase by the Corporation of such shares until said insurance proceeds are received by the Corporation. 15.7 In the event that the fair market value of the shares being redeemed is in excess of the amount of the insurance proceeds payable to the Corporation, the balance of the redemption price or purchase price, as the case may be, shall be paid by the Corporation or the other Shareholder(s), as the case may be, through other funds raised or in the possession of the Corporation or the other Shareholder(s). 15.8 The parties agree that the value of the Deceased Shareholder’s shares shall be determined in accordance with Article 15 of the within Agreement and the valuation shall be binding upon the Corporation, the Purchasers and the Beneficiaries.

DEATH OF A SHAREHOLDER. 15.1 On the death of a Shareholder (the “Deceased Shareholder”)Except as otherwise provided in this Section 2.04 and in Section 2.05 hereof, 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 upon 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 all of the Shares exceed held by the capital dividend, in which case deceased Shareholder at the balance remaining will time of her death shall 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 deemed to be incorporated by themAvailable Shares, 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 capital of the Corporation owned by them (the “Called Purchased Shares”) and upon receipt of such notice the Beneficiaries shall sell to the Purchasers, and the Purchasers shall purchase from the Beneficiaries the Called Purchased Shares in such proportion and on such terms as determined by the Purchasers. 15.5 The closing of the transaction of the purchase and sale contemplated by this Article shall take place on the date (in this Article the “Date of Closing”) which is the later of: (a) the date which is sixty (60) days after the notice contemplated in Article 15.2 or 15.4 hereof is delivered; and (b) the date which is personal representative of the first business day following estate of the thirtieth deceased Shareholder shall be deemed to be a Transferring Shareholder, (30thc) day after a valuation is completed the Transferring Shareholder (or the Company on behalf of the Transferring Shareholder) shall give the Notice specified in accordance Section 2.02(a) hereof and shall make the Offer to the Company or Offer to Participate as provided in Section 2.02(b) and (c) hereof, respectively, and (d) the rights and obligations of the parties with Article 16. 15.6 Notwithstanding respect to such Available Shares shall be governed by the provisions of Article 15.5Section 2.02 and 2.03 hereof. Notwithstanding the foregoing, the purchase price of the Purchased Available Shares or the Called Purchased Shares purchased pursuant to this Section 2.04 shall be completed upon receipt of the proceeds of insurance on the life of the Deceased Shareholder, provided that if the Corporation is unable paid in cash and shall be an amount equal to collect the insurance proceeds on the life of the Deceased Shareholder within twelve (12) months, the Beneficiaries, the heirs, administrators and assigns of the Purchasers shall have the option to defer the purchase by the Corporation of such shares until said insurance proceeds are received by the Corporation. 15.7 In the event that the fair market value of the shares being redeemed is in excess of the amount of the insurance proceeds payable to the Corporation, the balance of the redemption price or purchase price, as the case may be, shall be paid by the Corporation or the other Shareholder(s), as the case may be, through other funds raised or in the possession of the Corporation or the other Shareholder(s). 15.8 Available Shares. The parties agree that the fair market value of the Deceased Shareholder’s shares Available Shares shall be determined in accordance with Article 15 mutually agreed upon by the Transferring Shareholder and the Company. If the Transferring Shareholder and the Company cannot agree upon the fair market value of the within Agreement Available Shares, an independent appraiser mutually selected by the Transferring Shareholder and the valuation Company shall establish the fair market value of the Available Shares. If the Transferring Shareholder and the Company cannot mutually agree upon an independent appraiser, each shall select an independent appraiser and the two independent appraisers so selected shall select a third independent appraiser. The three independent appraisers shall convene as soon as practicable to establish the fair market value of the Available Shares. The decision of a majority of the three independent appraisers with respect to the fair market value of the Available Shares shall be final and binding upon on the Corporation, the Purchasers Transferring Shareholder and the BeneficiariesCompany. Each of the Transferring Shareholder and the Company shall pay half of the costs of the independent appraiser(s) selected pursuant to this Section 2.04.

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 capital of the Corporation owned by them (the “Called Purchased Shares”) and upon receipt of such notice the Beneficiaries shall sell to the Purchasers, and the Purchasers shall purchase from the Beneficiaries the Called Purchased Shares in such proportion and on such terms as determined by the Purchasers. 15.5 The closing of the transaction of the purchase and sale contemplated by this Article shall take place on the date (in this Article the “Date of Closing”) which is the later of: (a) the date which is Within sixty (60) days after the notice contemplated in Article 15.2 appointment and qualification of the legal representative or 15.4 hereof is delivered; and (b) representatives of a deceased Shareholder, or within 120 days after the date which of death of a deceased Shareholder if no such legal representative is the first business day following the thirtieth (30th) day after a valuation is completed in accordance with Article 16. 15.6 Notwithstanding the provisions of Article 15.5appointed, the purchase of the Purchased Shares such legal representative or the Called Purchased Shares shall be completed upon receipt of the proceeds of insurance on the life of the Deceased Shareholder, provided that if the Corporation is unable to collect the insurance proceeds on the life of the Deceased Shareholder within twelve (12) months, the Beneficiaries, representatives or the heirs, administrators and assigns distributees or beneficiaries of the Purchasers shall have the option to defer the purchase by the Corporation of such shares until said insurance proceeds are received by the Corporation. 15.7 In the event that the fair market value of the shares being redeemed is in excess of the amount of the insurance proceeds payable to the Corporation, the balance of the redemption price or purchase pricedeceased Shareholder, as the case may be, and each successor in interest to the Shares of the deceased Shareholder, shall be paid sell to the Corporation all of the Shares of the deceased Shareholder. If the Corporation is legally unable to purchase all or any part of the Shares of the deceased Shareholder, each of the other Shareholders shall purchase that portion of the Shares of the deceased Shareholder not purchased by the Corporation or the other Shareholder(s), as the case may be, through other funds raised or in number of Shares owned by each bears to the possession total number of Shares owned by all of the Corporation or Shareholders (other than the other Shareholder(sdeceased Shareholder). 15.8 . Any such purchase by the surviving Shareholders shall be at the same purchase price and upon the same terms and conditions as are provided in Article 3. The parties agree that the value purchase price for each of the Deceased Shareholder’s shares Shares purchased pursuant to this Article 3 shall be determined in accordance with the provision of Article 15 6 below. However, in no event shall the total purchase price be less than an amount equal to the proceeds of the life insurance policies on the life of the deceased Shareholder listed in Exhibit B hereto. The following terms and conditions shall apply to the purchase and sale of the Shares of a deceased Shareholder: (a) The Corporation, if it is the purchaser, promptly and diligently shall proceed to collect the proceeds of the life insurance policies on the life of the deceased Shareholder payable to it, as listed in Exhibit B hereto, and shall pay to the deceased Shareholder’s estate the proceeds of the life insurance policies promptly after receipt thereof. In any event, not less than ten (10) percent of the purchase price of the Shares shall be paid in cash or by certified check to the deceased Shareholder’s estate within Agreement 120 days after the death of the deceased Shareholder. Any balance of the purchase price shall be paid to the deceased Shareholder’s estate in cash or by certified check, or, at the option of the purchaser, in 36 consecutive equal monthly installments, with the first installment to be paid on the date which is 180 days after the death of the deceased Shareholder and with each subsequent payment to be paid on the like day of each succeeding month. This obligation shall be evidenced by a negotiable installment note to the order of the estate providing for: (i) Interest at the rate of prime plus 2 percent per annum on the unpaid principal balance; (ii) the right of prepayment without penalty; and (iii) acceleration of the entire unpaid principal balance in the event of a default in the payment of principal or interest for more than ten (10) days after notice and demand. If the Corporation is the purchaser, said installment note shall be guaranteed personally by the other Shareholders. Said installment note and the valuation guarantees of the other Shareholders shall be binding upon executed and delivered simultaneously with the payment provided for in clause (a) above. Upon receipt of the cash payment and the installment note, if any, required in clauses (a) and (b) above, the legal representatives of the estate of the deceased Shareholder shall deliver to the Corporation the certificate(s) evidencing the Shares of the deceased Shareholder, with any other instruments required by the Corporation, including estate or inheritance tax waivers, so that full and complete title to the Purchasers and Shares can be transferred on the Beneficiariesbooks of the Corporation. If Shares of the deceased Shareholder have been purchased by delivery of an installment note, then, after the Shares have been transferred as provided in clause (c), the new certificate for said Shares shall be delivered by the Corporation to the legal representative of the estate of the deceased Shareholder to be held as collateral security for payment of the installment note. Upon payment of all indebtedness evidenced by the installment note, the new certificate for said Shares shall be delivered to the purchaser.

DEATH OF A SHAREHOLDER. 15.1 On (a) Each Shareholder hereby agrees that if he shall be the first to die of the Shareholders, all of his Shares shall be offered for sale to the Corporation at a Per Share Price determined in accordance with subparagraph 5(b) of this agreement and on the terms contained in this paragraph (and not on the terms contained in subparagraph 5(a) of this agreement). (b) The Corporation hereby agrees that following the death of the first to die of the Shareholders, it shall forthwith purchase the Shares of the then deceased Shareholder at a Per Share Price determined in accordance with subparagraph 5(b) of this agreement and on the terms contained in this paragraph. (c) Upon the death of any Shareholder the Corporation shall forthwith submit proof of claim with respect to any and all policies of insurance issued upon the life of said deceased Shareholder that were payable to the Corporation upon the death of said Shareholder. Said Corporation shall receive, use and apply all proceeds received under said policies in trust for the uses and purposes herein set forth. (d) In the “Deceased event that the amount of insurance proceeds paid to the Corporation shall be in excess of the purchase price of the Shares of the deceased Shareholder”), such excess of proceeds over purchase price shall be paid over forthwith to the Corporation to be held by it free from all of the shares provisions hereof. The Corporation shall forthwith pay over the balance of the proceeds (equal in amount to said purchase price) to the executors or administrators of the deceased Shareholder. Thereupon the Corporation held by shall receive as the Deceased Shareholder personallyowner thereof the Shares of the deceased Shareholder. (e) In the event that the amount of insurance proceeds paid to the Corporation shall be equal to the purchase price of the Shares of the deceased Shareholder, the Corporation shall forthwith pay over all of the said proceeds to the executors or administrators of the deceased Shareholder. Thereupon the Corporation shall receive as the owner thereof the Shares of the deceased Shareholder. (f) In the event that the said proceeds of the said policy are less than the purchase price of the Shares being purchased as determined in the manner hereinbefore set forth, the Corporation shall pay all of said proceeds to the executors, or through a corporation wholly owned by administrators of the Deceased deceased Shareholder, and in addition the Corporation shall vest indefeasibly pay an amount equal to the amount by which the purchase price, as determined in the manner herein set forth, exceeds the said proceeds of the said policies issued upon the life of the deceased Shareholder. In such case, or in the event that there is no insurance policy in effect on the life of the deceased Shareholder, the payment shall be made to the said executors or administrators in two (2) equal annual installments with interest at the rate of nine percent (9%) per annum on the unpaid balance. In connection therewith, it is understood and agreed that the Corporation at any time or from time to time may prepay in part or in full said remaining balance due without penalty or premium. Further, in connection therewith, upon payment of the initial sum due the estate of the deceased Shareholder, together with the beneficiaries execution of a judgment note, upon the terms contained in this subparagraph, in favor of the estate of the Deceased deceased Shareholder (for the “Beneficiaries”) pursuant to unpaid balance, the said estate shall duly endorse and deliver all of the Shares of 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 Shareholder 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 capital of the Corporation owned by them (the “Called Purchased Shares”) and upon receipt of such notice the Beneficiaries shall sell to the Purchasers, and the Purchasers shall purchase from the Beneficiaries the Called Purchased Shares in such proportion and on such terms as determined by the Purchasers. 15.5 The closing of the transaction of the purchase and sale contemplated by this Article shall take place on the date (in this Article the “Date of Closing”) which is the later of: (a) the date which is sixty (60) days after the notice contemplated in Article 15.2 or 15.4 hereof is delivered; and (b) the date which is the first business day following the thirtieth (30th) day after a valuation is completed in accordance with Article 16. 15.6 Notwithstanding the provisions of Article 15.5, the purchase of the Purchased Shares or the Called Purchased Shares shall be completed upon receipt of the proceeds of insurance on the life of the Deceased Shareholder, provided that if the Corporation is unable to collect the insurance proceeds on the life of the Deceased Shareholder within twelve (12) months, the Beneficiaries, the heirs, administrators and assigns of the Purchasers shall have the option to defer the purchase by the Corporation of such shares until said insurance proceeds are received by the Corporation. 15.7 In the event that the fair market value of the shares being redeemed is in excess of the amount of the insurance proceeds payable to the Corporation, the balance of the redemption price or purchase price, as the case may be, shall be paid by the Corporation or the other Shareholder(s), as the case may be, through other funds raised or in the possession of the Corporation or the other Shareholder(s). 15.8 The parties agree that the value of the Deceased Shareholder’s shares shall be determined in accordance with Article 15 of the within Agreement and the valuation shall be binding upon the Corporation, the Purchasers and the Beneficiaries.

DEATH OF A SHAREHOLDER. 15.1 On If any Shareholder dies, then his or her executor, administra tor or similar person, or heirs and, with respect to any Securities owned by such Shareholder in which, at the death time of such Shareholder's death, the spouse of such Shareholder had an interest, community or otherwise, immediately prior to the date of death, the spouse of such Shareholder, as the case may be (in any event, the "Resulting Shareholder"), shall be deemed to be a Shareholder and all the provisions of this Agreement shall apply to any future Disposition of Securities held by such Resulting Shareholder. If the Resulting Shareholder (i) is an heir who, prior to the “Deceased Shareholder”)'s death, was not an Affiliate of the Shareholder (a "Non-Affiliate") or (ii) intends or is required by law or the last will and testament of the deceased Shareholder to deliver any portion of the deceased Shareholder's Securities to any Non-Affiliate, the Resulting Shareholder shall, within 90 days after such death, offer or cause to be offered (x) in the case of (i) above, all of the shares Securities acquired by such heir or (ii) in the case of (ii) above, the Securities to be delivered to a Non-Affiliate (in either event, the "Disqualified Securities") first to the other Shareholders, and if such offer is not accepted in full by the other Shareholders, then to CDC, at a price equal to the Securities Value of such Securities as of the Corporation held by the Deceased Shareholder personallyDetermination Date, or through a corporation wholly owned by the Deceased Shareholder, shall vest indefeasibly all in accordance with the beneficiaries following provisions of the estate of the Deceased Shareholder (the “Beneficiaries”) pursuant to the deceased Shareholder’s Last Will and Testament or the intestate succession lawsthis Section 6. 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 Within 90 days after the date of death of the Deceased such Shareholder, the Purchasers Resulting Shareholder shall be entitled deliver an Offering Notice to send a notice in writing to the Beneficiaries requiring the beneficiaries to sell to the Purchasers all each of the shares other Shareholders, and within 30 days from the capital of the Corporation owned by them (the “Called Purchased Shares”) and upon receipt of such notice Offering Notice, the Beneficiaries other Shareholders shall sell deliver Reply Notices to the PurchasersResulting Shareholder. If by their Reply Notices the other Shareholders accept the offer of the Resulting Shareholder, such Reply Notices shall constitute an agreement binding on the Resulting Shareholder and the Purchasers shall other Shareholders to sell and purchase from the Beneficiaries offered and accepted Securities at the Called Purchased Shares price and upon the terms stated in this Agreement, the Offering Notice of the Resulting Shareholder and in such proportion and on such terms as determined by the PurchasersReply Notices. 15.5 The closing of the transaction of the purchase and sale contemplated by this Article shall take place on the date (in this Article the “Date of Closing”) which is the later of: (a) the date which is sixty (60) days after the notice contemplated in Article 15.2 or 15.4 hereof is delivered; and (b) If the date which is other Shareholders shall not have accepted in full the first business day following offer of the thirtieth Resulting Shareholder pursuant to the foregoing paragraph (30th) day after a valuation is completed in accordance with Article 16. 15.6 Notwithstanding the provisions of Article 15.5a), the purchase of the Purchased Shares or the Called Purchased Shares shall be completed Resulting Shareholder shall, upon receipt of the proceeds Reply Notices from the other Shareholders or upon the expiration of insurance the 30-day period referred to in the foregoing paragraph (a), whichever shall first occur, deliver an Offering Notice to CDC with respect to the remaining Securities. If by its Reply Notice delivered within 30 days from the receipt of such Offering Notice CDC accepts the offer of the Resulting Shareholder, such Reply Notice shall constitute an agreement binding on the life Resulting Shareholder and CDC to sell and purchase the offered and accepted Securities at the price and upon the terms stated in this Agreement, the Offering Notice of the Deceased Shareholder, provided that if Resulting Shareholder and in such Reply Notice. (c) If neither the Corporation is unable to collect the insurance proceeds on the life other Shareholders nor CDC timely accepts an offer of the Deceased Resulting Shareholder within twelve pursuant to the foregoing provisions of this Section 6 for all of the applicable Securities, then (12i) monthsin the case of an intended transfer to a Non-Affiliate, the BeneficiariesResulting Shareholder shall be allowed to make such a transfer of the Disqualified Securities not so purchased to the Non-Affiliate and the Non-Affiliate shall be deemed to be a Shareholder and all the provisions of this Agreement shall apply to any future Disposition of Securities held by the Non-Affiliate and (ii) in the case of an heir who is a Non-Affiliate, the heirs, administrators Resulting Shareholder shall be deemed to be a Shareholder and assigns all the provisions of the Purchasers this Agreement shall have the option apply to defer the purchase any future Disposition of Securities held by the Corporation of such shares until said insurance proceeds are received by the CorporationResulting Shareholder. 15.7 In the event that the fair market value of the shares being redeemed is in excess of the amount of the insurance proceeds payable to the Corporation, the balance of the redemption price or purchase price, as the case may be, shall be paid by the Corporation or the other Shareholder(s), as the case may be, through other funds raised or in the possession of the Corporation or the other Shareholder(s). 15.8 The parties agree that the value of the Deceased Shareholder’s shares shall be determined in accordance with Article 15 of the within Agreement and the valuation shall be binding upon the Corporation, the Purchasers and the Beneficiaries.