Death of Shareholder’s Legal Spouse; Termination of Marital Relationship; Partition of Community Property Sample Clauses

Death of Shareholder’s Legal Spouse; Termination of Marital Relationship; Partition of Community Property. (a) If the legal spouse of a Shareholder who is a natural person predeceases such Shareholder and neither such Shareholder nor any trust, having such Shareholder or a Permitted Transferee as its sole beneficiary, succeeds by such spouse’s last will and testament or by operation of law to that portion (if any) of such Shareholder’s Equity Interest that such spouse or such spouse’s estate is determined to own either by a written agreement between the Shareholder and such spouse or estate or, in the absence of a written agreement, by a court of competent jurisdiction (the “Spouse’s Interest”), then such Shareholder shall have the right to purchase, and such spouse’s estate shall have the obligation to sell, within one hundred eighty (180) days after the death of such spouse, the Spouse’s Interest for a purchase price equal to the number of Equity Securities owned by the spouse multiplied by the Fair Market Value Per Share (less the applicable exercise price for Options). (b) If any interest in any Shareholder’s Equity Interest passes for any reason to such Shareholder’s legal spouse either upon the termination of the marital relationship of such Shareholder (other than by death) and such spouse, or upon the partition of the community property between such Shareholder and such spouse, then such Shareholder and the Company, shall have the right to purchase, and such spouse or former spouse shall have the obligation to sell, within sixty (60) days after such termination or partition, the entire interest in the Equity Interest owned by the spouse or former spouse, as the case may be, for a purchase price equal to the number of Equity Securities owned by the spouse multiplied by the Fair Market Value Per Share (less the applicable exercise price for Options). The order of priority to purchase the Spouse’s Interest shall be as follows: (i) the Shareholder whose Equity Interest is the subject of this provision shall have the first right of priority to purchase the spouse’s interest in the Equity Interest, (ii) the other Shareholders shall have the second right to purchase any remaining interest and, if any other Shareholder elects not to purchase his or its Proportionate Percentage of such interest, the other Shareholders may purchase such interest until no Shareholder desires to purchase any portion of such remaining interest, and (iii) the Company shall have the third right to purchase any remaining interest. The rights of the Shareholders and the Company pursuant...
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Related to Death of Shareholder’s Legal Spouse; Termination of Marital Relationship; Partition of Community Property

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