Common use of Death of Holder Clause in Contracts

Death of Holder. If a Holder dies and the Common Stock previously registered under the name of such Holder vests in or is transferable to any of the Holder’s heirs or legatees, then such heir or legatee (or its representative) shall within five (5) Business Days from such event notify the Company in writing thereof, and shall have the option of becoming a Holder under this Agreement by notifying the Company of its intention to retain all or a portion of such Common Stock and completing and executing an Adoption Agreement as referred to in Section 6.1, executing any required joinder and otherwise complying with the requirements set forth herein. In the event such written notice states that the heir or legatee does not intend to retain all of the Common Stock, or no such notice is delivered to the Company within the time required, all such heirs and legatees shall be deemed to have made an irrevocable “Offer” of such Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Price, and the Company shall, within five (5) Business Days from receipt of such notice (or if no such notice is delivered to the Company, within five (5) Business Days from the Company’s receipt of evidence satisfactory to it, of any of the foregoing events) of such Offer deliver a written notice of the Offer to the Eligible Offerees stating that all such Common Stock are Securities Subject to the Offer pursuant to this Section 2.4. The date of such Offer shall be deemed to be the date on which such written notice is so delivered by the Company.

Death of Holder. If a Holder dies and the Common Stock previously registered under the name of such Holder vests in or is transferable to any of the Holder’s heirs or legatees, then such heir or legatee (or its representative) shall within five (5) Business Days from such event notify the Company in writing thereof, and shall have the option of becoming a Holder under this Agreement by notifying the Company of its intention to retain all or a portion of such Common Stock and completing and executing an Adoption Agreement as referred to in Section 6.1, executing any required joinder and otherwise complying with the requirements set forth herein. In the event such written notice states that the heir or legatee does not intend to retain all of the Common Stock, or no such notice is delivered to the Company within the time required, all such heirs and legatees shall be deemed to have made an irrevocable “Offer” of such Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Price, and the Company shall, within five (5) Business Days from receipt of such notice (or if no such notice is delivered to the Company, within five (5) Business Days from the Company’s receipt of evidence satisfactory to it, of any of the foregoing events) of such Offer deliver a written notice of the Offer to the Eligible Offerees stating that all such Common Stock are Securities Subject to the Offer pursuant to this Section 2.4. The date of such Offer shall be deemed to be the date on which such written notice is so delivered by the Company.. 2.5