Common use of Death of Majority Shareholder Clause in Contracts

Death of Majority Shareholder. Upon the death of the Majority Shareholder the Minority Shareholders shall have the option to purchase all or any portion of the shares of stock owned by the Deceased Majority Shareholder at the time of his death on the terms and conditions hereinafter set forth. If the Minority Shareholders elect to exercise their options each Minority Shareholder shall be entitled to purchase his proportionate share of the shares of stock owned by the Deceased Majority Shareholder at the time of his death. A Minority Shareholder's proportionate share shall be defined as his percentage ownership of the remaining shares of stock. Should any Minority Shareholder elect to purchase less than all of his proportionate share of stock, the remaining Minority Shareholders shall have the option to purchase any or all of the remaining shares of stock not purchased by said Minority Shareholder. If the Minority Shareholders decline to exercise their option to purchase the shares of stock, in whole or in part, the Corporation shall thereafter have the option to purchase the remaining shares of the corporation's stock owned by the Deceased Majority Shareholder at the time of his death. If the Corporation is unwilling or unable to purchase any or all of the shares of stock, the Minority Shareholders shall purchase any remaining shares of the Deceased Majority Shareholder. In any case, the remaining Minority Shareholders and the Corporation shall purchase all, but not less than all, of the Deceased Minority Shareholder's shares of stock.