Death of Shareholder. A. Upon the death of the Shareholder, all of the shares of stock in the Corporation owned by said Shareholder and to which he or his personal representatives shall be entitled shall be sold to and purchased by the Corporation from his personal representatives at the net book value and as hereinafter provided, or pursuant to the price set forth in Paragraph 5 of this Agreement.
B. The closing of any purchase of the Corporation stock on the sale of the Shareholder shall take place at the office of the Corporation and on a date agreed to by the Corporation and the personal representatives of the deceased Shareholder but in no case more than one hundred eighty (180) days following the date of qualification of the personal representatives of the deceased Shareholder or of the Shareholder.
Death of Shareholder. In the event Shareholder dies prior to the expiration of the Revenue Measurement Period, then the conditions of Sections 2.3(a)(i) and (ii) shall immediately be deemed satisfied. The Contingent Payment schedule described in Section 2.3(b) shall not be affected by the death of Shareholder.
Death of Shareholder. To the extent that Shares of a Shareholder are to be sold upon the Shareholder's death pursuant to the provisions of this Agreement, the sale will be assumed to have been effective automatically immediately after the Shareholder's death, and the date of settlement with respect to such sale will be deemed to have been the date of the Shareholder's death for all purposes including for the calculation of interest on any balance of purchase price unpaid at settlement. From and after the effective date of the sale pursuant to the immediately preceding sentence, the estate or other successor-in-interest to the decedent Shareholder shall have no right to vote the Shares sold and shall not be entitled to any distributions from the Company with respect to such Shares.
Death of Shareholder. The death of a joint owner of an account registered in XXX form will not revoke the XXX registration. Transfer to the surviving joint owner(s) will be made on receipt of the documentation otherwise required on the death of a joint owner. The surviving joint owner(s) may change or delete the XXX registration in accordance with these Rules. Custodianship. If the beneficiary for whom transfer to a custodianship has been provided is of legal age at the time of distribution, the beneficiary’s share may be transferred directly to the beneficiary. If the beneficiary of a custodianship does not survive the shareholder, the Missing Beneficiary. When there is no proof of a
Death of Shareholder a. Upon the death of a Shareholder, at the option of the Corporation, which option may be exercised at any time up to one (1) year from the date of death, the heirs, executors, administrators, representatives or successors in interest of the Shareholder, as the case shall be, shall tender said Stock as set forth in subparagraph b. below, and the Corporation shall redeem said stock for the fair market value of the Shareholder's stock as of the date of death, determined according to paragraph 8 of this Agreement.
b. As of the exercise of the option by the Corporation, the estate shall not be deemed to be a shareholder of the Corporation, and the estate shall hold the share certificates on behalf of the Corporation until said certificates are redeemed by the Corporation. The fair market value of the Shareholder's Stock shall be the fair market value of the Corporation multiplied by the percentage of outstanding shares owned by the Shareholder.
Death of Shareholder. (a) On the death of a Shareholder, the Shareholder (or his Personal Representative) has the right and option to: (i) request the transfer of Shares to the appropriate Successor, or (ii) require the Corporation to purchase all or any portion of the Shares at the purchase price per Share determined pursuant to section 7.1 below and to be payable in accordance with section 7.2(a). On exercise of this option, the Corporation is obligated, to the extent it may lawfully do so, to purchase the Shares. Notice of the exercise of the option granted pursuant to this section 6.2 is to be given to or by the Shareholder (or his Personal Representative) within thirty days after the Corporation receives notice of the qualification of the Shareholder’s Personal Representative.
(b) As between the Corporation and the Other Shareholders, the Corporation has the first and prior right to purchase all or any portion of the Shares, and the Other Shareholders have the right to purchase all or any portion of the remaining Shares not purchased by the Corporation on a Pro Rata basis or as the Other Shareholders may otherwise agree among themselves.
(c) If and to the extent that the Corporation and the Other Shareholders do not purchase all the Shares, the Corporation must transfer the appropriate portion of the Shareholder’s Shares to the Successor on the provision that (1) the Successor give to the Corporation documentation as may be requested by the Corporation to evidence the rightful ownership interest of the Successor in the Shareholder’s Shares and (2) the Successor becomes a party to this Agreement in accordance with the provisions of section 3.2 above.
Death of Shareholder. Memberships and leases maybe held jointly with right of survivorship; however, in the case of the death of a Shareholder holding sole ownership of a membership/shareholder certificate, the surviving spouse, if any, and if no surviving spouse, the other Shareholder or Shareholders of such owner's family residing with the owner at the time of his death, may continue to occupy the unit, provided the continued-occupancy of the unit by such surviving spouse or family Shareholder(s) shall not result in less than 80% of all units in the mobile home Mobile Home Village being occupied by at least one person 55 years of age or older; and if such surviving spouse or other surviving Shareholders of the decedent owner's family shall have succeeded to membership/shareholder of the unit, by gift, bequest or otherwise, the new owner shall be admitted to membership. In the event the decedent shall have conveyed or bequeathed the membership to some designated person or persons other than a surviving spouse or Shareholders of his family, or if some other person is designated by the decedent's legal representative to receive the membership, or if under the laws of descent and distribution in the State of Florida the unit descends, to some person or persons other than a surviving spouse or family Shareholder, the Directors, within thirty (30) days from the date the Corporation is given actual notice in writing of the name of the devisee or descendant, may express their refusal or acceptance of the individual or individuals so designated as a Shareholder. If the Directors consent, membership may be transferred by proper assignment of the proprietary lease and its appurtenant membership/shareholder certificate to the person or persons so designated, who shall thereupon become Shareholders of the Corporation subject to the provisions of this proprietary lease and the Bylaws and Articles of Incorporation. If the Directors shall refuse to consent, then the Corporation shall be given an additional thirty (30) days to exercise its first refusal to have the proprietary lease and membership/shareholder certificate appurtenant thereto transferred to it for its own account upon the same terms and conditions of first refusal as provided for in subsection C above. The purchase price shall be for cash and if the Corporation and the personal representative are unable to agree upon a purchase price within fifteen (15) days from exercise of the Corporation's election to purchase, then the purc...
Death of Shareholder. Upon Xxxxxxxxx’s death, as per her will, her surviving xxxxxxx, Xxxx, inherits her shares. Xxxxxxxxx’s shares would pass tax-free to Xxxx under the spousal rollover rules and he would acquire the shares at Xxxxxxxxx’s nil ACB. However, under the shareholders agreement, Xxxx would have the right to require Opco to redeem the shares within the time frame stipulated in the agreement. The agreement would also give Opco and/or the surviving shareholders a corresponding right to redeem or purchase the shares. This ‘‘put/call’’ option would be funded with tax free life insurance proceeds received by the company on Xxxxxxxxx’s death. The amount of the proceeds less Opco’s adjusted cost base (ACB) of the insurance policy would be credited to the Opco’s Capital Dividend Account (CDA). On the redemption of the shares, Xxxx would receive a deemed dividend of $1 million. Opco would elect to treat the deemed dividend paid to him as a capital dividend allowing the dividend to be received tax-free. Xxxxxxxxx’s xxxxxxx, Xxxx, would also be deemed to have disposed of his shares for capital gains purposes, but his proceeds of disposition would be reduced by the amount of the dividend received, leaving him with net proceeds of nil. He would therefore have no capital gain or loss, as his ACB is also nil. Capital Gain/Loss $0 Xxxxx now owns all of Opco’s shares, with a total fair market value of $2 million. His ACB remains at nil because he has paid nothing for the additional $1 million in value that he has acquired. Capital Gains have been deferred from Xxxxxxxxx’s death and have been passed on to Xxxxx, the surviving shareholder. Despite Xxxxx’x additional income tax liability he has benefited from these transactions by acquiring $1 million of shares at no personal cost.
Death of Shareholder. The Company shall have a Company Option to purchase, and upon exercise of the Company Option, the Shareholder's successor in interest shall have an option, but not an obligation, to sell, the Option Shares upon his or her death. This Company Option shall arise upon receipt by the Company of notice of death.
Death of Shareholder. A. Upon the death of a Shareholder, the issue of said Shareholder shall have an option to purchase, from the Shareholder's estate or representative, in equal amounts, any or all of the shares of Shop-Vac held by the Shareholder immediately prior to his death. If the issue do not elect to purchase the entire number of said shares, then the surviving brother of said Shareholder, if any, shall have an option to purchase, from the Shareholder's estate or representative, any of the shares not already purchased by the issue, held by the Shareholder immediately prior to his death. If the surviving brother does not elect to purchase the remaining number of said shares, then Shop-Vac shall have an option to purchase, from the Shareholder's estate or representative, any of the shares not already purchased by the deceased Shareholder's issue or surviving brother, held by the Shareholder immediately prior to his death. If Shop-Vac does not elect to purchase the remaining number of said shares, then the issue of said surviving brother shall have an option to purchase, from the Shareholder's estate or representative, in equal amounts, any of the shares not already purchased, held by the Shareholder immediately prior to his death.
B. Any purchase made pursuant to an option created under Section 3.1(A) shall be at a price computed under Section 6 and with terms of payment as established by Section 7.
C. Any purchase made pursuant to an option created under Section 3.1(A) shall be made no later than one (1) year from the date of death of the Shareholder.
D. Notwithstanding the purchase option granted by Section 3.1(A) to Shop-Vac for the purchase of its own stock, the estate or representative of the Shareholder shall not be required to sell or transfer to Shop-Vac any amount of shares in excess of the maximum required by Internal Revenue Code Section 303, as amended, or a lesser amount, if necessary, to preserve the installment payment benefits provided under Internal Revenue Code Section 6166, as amended.
