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.
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. 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. 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 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.
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. (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. If any Stockholder dies, the provisions of ---------------------- this Section 6 will apply.
Death of a Stockholder. In the event of the death during the Restriction Period of any Stockholder who is a natural person, the heirs and devisees of such Stockholder to whom such Stockholder's Merger Shares shall pass shall be subject in all respects to the terms of this Agreement. Such heirs and devisees shall appoint one of their number to act in the capacity of the deceased Stockholder hereunder and shall notify the other Stockholders in writing of such appointment as soon as reasonably practicable.
Death of a Stockholder. In the event of the death of a Stockholder during the period after a notice from a Selling Stockholder has been received under Article I, but prior to closing; or in the event of the death of a Stockholder during the period after a notice from Dissatisfied Party has been received under Article IV, but prior to closing, then if a Put or Call is timely exercised, the sale of the Common Stock with respect to the deceased Stockholder shall occur under the terms of Article II rather than under Article I or Article IV.
