Death of a Stockholder. Upon the death of a Stockholder who is a natural person (hereinafter called the “Deceased Stockholder”), the personal representative(s) of his estate shall be permitted to Transfer the Shares owned by the Deceased Stockholder at the time of his death free of all restrictions of this Agreement and, in such case, the other Stockholders (whether or not natural persons) shall thereupon be permitted to Transfer an equal number of Shares to any third party free of all restrictions of this Agreement; provided, that, if the Deceased Stockholder shall have made a testamentary bequest, the transferees of such bequest shall have agreed to be bound by the terms of this Agreement, which shall remain in full force and effect as though such transferees were original parties thereto, and, in such case, the other Stockholders (whether or not natural persons) shall thereupon be permitted to Transfer an equal number of Shares to any third party as long as such third party shall have agreed to be bound by the terms of this Agreement.
Death of a Stockholder. 4.1. Upon the death of a Stockholder (the "Decedent"), the Decedent's personal representatives (the "Representatives") shall have the option to retain ownership of the shares or sell all of the shares of Common Stock owned of record and beneficially by the Decedent at the time of the Decedent's death (the "Decedent Shares") to the Corporation or other Stockholders in accordance with this Agreement. In the event that the Representatives desire to sell the shares, Representatives shall first provide written notice to the Corporation and the Corporation shall have the option, but not the obligation, to purchase the shares. In the event that the Corporation elects to purchase the shares, the Corporation shall, by written notice addressed to the Representatives, fix a closing date (the "Decedent Closing Date") for such purchase. The Decedent Closing Date shall be neither earlier than ninety (90) Days after the Representatives' written notice is received by the Corporation. If the Corporation elects to purchase the Decedent Shares, the Corporation shall purchase the Decedent Shares on the Decedent Closing Date at a price per share (the "Decedent Purchase Price") which shall be equal to Agreed Value.
4.2. In the event that a Life Policy exists on the life of the Decedent Stockholder, the dollar amount of the Decedent Purchase Price multiplied by the number of Decedent Shares (the "Aggregate Decedent Purchase Price") shall be paid in cash on the Decedent Closing Date to the extent of the dollar amount of the net (i.e., after tax, including by way of example, any alternative minimum tax liability imposed on the Corporation by virtue of its receipt of such proceeds) cash proceeds received by the Corporation under the Life Policy insuring the life of the Decedent (the "Net Life Insurance Proceeds"). To the extent that the Net Life Insurance proceeds exceed the Aggregate Decedent Purchase Price (the "Excess Insurance Proceeds"), the Excess Insurance Proceeds shall belong to the Corporation and neither the Decedent nor the Decedent's personal representatives shall have any right, title or interest in or to the Excess Insurance Proceeds. In the event that the Aggregate Decedent Purchase Price shall exceed the Net Life Insurance Proceeds (the "Decedent Purchase Price Cash Shortfall"), the Corporation shall have the right to either:
4.2.1. Pay the Decedent Purchase Price Cash Shortfall in cash on the Decedent Closing Date; or
4.2.2. Elect prior to or on the Decedent Closi...
Death of a Stockholder. In the event of the death of the Stockholder, his or her executors or administrators and each transferee of his or her shares under Section 5 shall, within 90 days after the date of death, give written notice thereof to the Company offering to it for purchase as hereinafter provided all of the shares of Stock owned on said date by the Stockholder and each such transferee. On or prior to the later of: (i) 30 days after receipt of the notice or (ii) if the Stockholder acquired any shares of Stock from the Company, seven months after the date of such acquisition, the Company may elect to purchase all or any part of the shares so offered; and if the Company does not do so, said shares may be retained by the estate of said Stockholder or by such transferee subject to all other provisions of this Agreement.
Death of a Stockholder a. Unless a Stockholder makes a Permitted Estate Planning Transfer under paragraph 2 of this agreement, upon the death of any Stockholder, the surviving Stockholders may elect to purchase all of such decedent's shares of Stock as set forth in paragraph c of this Section 5. The purchase price (the "Purchase Price") for the decedent's shares of Stock shall be determined in accordance with the provisions of Section 7 except that in no case shall the price paid for the decedent's shares of Stock be less than the value of the insurance policy held by the surviving Stockholders on the life of the deceased Stockholder.
b. Upon payment of the Purchase Price to the estate of the deceased Stockholder and delivery of the promissory notes, if required as set forth below, the estate of the deceased Stockholder shall deliver to the surviving Stockholders, duly endorsed in blank for transfer, the Stock of the deceased Stockholder free and clear of all encumbrances.
c. The Purchase Price shall be paid by the surviving Stockholders, pro rata, in proportion to their respective holdings of Stock to the estate of the deceased Stockholder in five (5) consecutive annual installments. The first installment shall be paid by the surviving Stockholders to the decedent's Stockholder's estate no later than ninety (90) days after the determination of the Purchase Price. The remaining four (4) installments shall be paid, together with interest at the Prime Rate on the unpaid balance and evidenced by a promissory note by each surviving Stockholder in the form of Schedule
Death of a Stockholder. The transfer of Shares upon the death of a Stockholder to such Stockholder's estate and from the estate to the beneficiary of such estate or to the distributee under law, shall be permitted, provided however, the Shares so transferred shall remain subject to the terms and conditions of this Agreement and such Shares shall be voted as provided in Section 5 hereof as if, and to the same extent, that the transfer were a transfer to a Family Member.
Death of a Stockholder. Upon the death of a Stockholder, the Stock held by such Stockholder may be transferred to any executor or administrator of such Stockholder's estate, to the beneficiaries under the will of such Stockholder, or to the heirs-at-law of such Stockholder, if he should die intestate. No transfer of the Stock may thereafter be made by any of the above persons unless and until the shares of Stock, which are proposed to be transferred, are first offered in writing by the proposed transferor to the Company and GE. Each of the Company and GE shall have the right to accept or reject such offer, in whole or in part, within a period of ninety (90) days after receipt of such offer. If the Company and GE each desire to exercise such right so that the number of shares desired to be purchased by each of them exceeds the number of shares proposed to be transferred, such shares shall be allocated between the Company and GE pro rata in proportion to the number of shares desired to be purchased by each of them. If the Company and/or GE, as the case may be, shall so accept such offer, the Company and/or GE, as the case may be, shall be obligated to purchase such shares of Stock, and such shares of Stock shall be sold to the Company and/or GE, as the case may be, at an appraised value per share to be determined in accordance with the following procedure. The value for such shares of Stock shall be determined by three appraisers: one to be designated by the Company and/or GE, as the case may be, one to be designated by the proposed transferor, and the third to be designated by the first two. Such designation of appraisers shall be made as soon as practicable after acceptance by the Company and/or GE of such offer of sale as
Death of a Stockholder. (a) In the event of the death of a Stockholder, the Corporation shall have the option to purchase from the personal representative or administrator of such Stockholder, and such personal representative or administrator shall sell to the Corporation, the Shares held by the deceased Stockholder at his death. The purchase price for such Shares shall be the Agreed Value Per Share as described in subparagraph 2(f) hereof, payable in accordance with the provisions of this Paragraph 4.
Death of a Stockholder a. Upon the death of any Founding Stockholder or Stockholder, the estate of the decedent Stockholder shall accept all of the decedent Stockholder’s shares of Stock in the Corporation.
b. Transfer upon the event of the death of a Stockholder is not a “transfer” as used herein and is not restricted.
c. The estate of the decedent shall become a party to this Agreement with respect to the inherited shares and shall execute a duplicate of this Agreement and shall continue to be subject to the terms of this Agreement with respect to the shares in the same manner as if no transfer had been made.
Death of a Stockholder. Upon the death of a Stockholder, the other Stockholder and the Corporation shall have options to purchase, in accordance with and subject to the requirements and limitations (including time limitations) set forth in Section 3.2, the Shares shown on the books of the Corporation as then being owned by the deceased Stockholder, with the following adjustments: The date of the qualification of a personal representative for the estate of the deceased Stockholder shall be deemed the Notice Date for purposes of computing the time periods for exercising options as to the Shares owned by the deceased Stockholder. If the other Stockholder does not elect to purchase all of the Shares owned by the deceased Stockholder, then the Corporation shall redeem all, but not less than all, of the Shares of the deceased Stockholder for which no option has been exercised.
Death of a Stockholder. If any Stockholder dies, the provisions of ---------------------- this Section 6 will apply.
