Common use of Death of Spouse Clause in Contracts

Death of Spouse. If the spouse of a Holder dies, and all or any portion of the Common Stock registered in the name of such Holder (the “Surviving Holder”) vests in or is transferable to any heir or legatee other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event. The Surviving Holder shall have the option to purchase all of the Common Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse shall be obligated to sell such Common Stock to the Surviving Holder for such Purchase Price. Such option must be exercised, and the purchase consummated, within one hundred fifty (150) days after the last to occur of (a) the entry of an order of a probate, notary public or similar court (having jurisdiction over the estate of the deceased spouse) (i) admitting to probate the will of the deceased spouse or (ii) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate or (b) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s estate. The Surviving Holder shall, within five (5) days after the expiration of such one hundred fifty (150) day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all of the Common Stock vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Holder has not purchased all such 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 (the “Offer”) of such remaining Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Price, and the Company shall (and is hereby authorized by the Holders and their respective spouses, heirs and legatees to), within five (5) Business Days after (x) the receipt of such notice, if delivered within the time required or (y) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that the Surviving Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) day period, deliver 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 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Death of Spouse. Upon the death of a Spouse of any Partner in whose name Interests are issued and held, if any, the community interest of such Spouse and the Interests held as community property shall pass to and devolve upon the Partner, and each Spouse, by executing this Agreement and in consideration of the benefits to be received hereunder, agrees to make and keep unrevoked at death a valid will containing a provision to this effect; but, the nonexistence of a valid will containing such a provision shall not relieve the heirs, personal representatives, assigns, or devisees of such deceased Spouse of a Partner of the obligations to fully perform the terms of this Agreement. If the spouse of a Holder diesSpouse predeceases the Partner and the Spouse’s interest in the Interests are not Transferred directly to such Partner, then such surviving Partner shall have the exclusive right to purchase, and such Partner shall purchase, all of such Partner’s deceased spouse’s retained interest in the Interest of such Partner at the purchase price determined pursuant to Section 8.16 and on the terms described in Section 8.17. If the surviving Partner does not succeed to such interest automatically under a will or promptly exercise, by written notice to the other Partners, the Partnership, and such spouse’s estate, such Partner’s right to purchase all of such retained interest and close such purchase within one hundred eighty (180) days after the death of such spouse, then commencing with the one hundred eight-first (181st) day after such Spouse’s death, such Partner shall be in default under this Agreement, and the Class A Limited Partner, the Partnership, and the other Partners (without any other Partner consent or approval) shall have the exclusive and continuing option and right, but not the obligation, to purchase all or any portion of the Common Stock registered Spouse’s interest in the name Interests under the terms of Sections 8.3 through 8.8 and at the price and on the terms set out in Sections 8.16 and 8.17. Upon the exercise of any such Holder (the “Surviving Holder”) vests in or is transferable to any heir or legatee other than the Surviving Holderoption, the Surviving Holder shall promptly notify the Company of such event. The Surviving Holder shall have the option to purchase all of the Common Stock vesting in legal representative, trustee or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate heirs of the deceased spouse Spouse’s estate shall be obligated to sell such Common Stock interest, and perform any further acts and execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. In all other respects, the interest in the Interests of the Spouse shall be subject to the Surviving Holder for such Purchase Price. Such option must be exercised, restrictions and the purchase consummated, within one hundred fifty (150) days after the last to occur terms of (a) the entry of an order of a probate, notary public or similar court (having jurisdiction over the estate of the deceased spouse) (i) admitting to probate the will of the deceased spouse or (ii) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate or (b) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s estate. The Surviving Holder shall, within five (5) days after the expiration of such one hundred fifty (150) day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all of the Common Stock vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Holder has not purchased all such 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 (the “Offer”) of such remaining Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Price, and the Company shall (and is hereby authorized by the Holders and their respective spouses, heirs and legatees to), within five (5) Business Days after (x) the receipt of such notice, if delivered within the time required or (y) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that the Surviving Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) day period, deliver 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 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the CompanyAgreement.

Death of Spouse. If the spouse of a Holder dies, and all or any portion of the Common Stock registered in the name of such Holder (the “Surviving Holder”) vests in or is transferable to any heir or legatee other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event. The Surviving Holder shall have the option to purchase all or any portion of the Common Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse shall be obligated to sell such Common Stock to the Surviving Holder for such the Purchase Price. Such option must be exercised, and the purchase consummated, within one hundred fifty (150) days after the last to occur of (a) the entry of an order of a probate, notary public or similar court (having jurisdiction over the estate of the deceased spouse) (i) admitting to probate the will of the deceased spouse spouse, or (ii) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate intestate, or (b) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s estate. The Surviving Holder shall, within five (5) days after the expiration of such one hundred fifty (150) day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all or a portion of the Common Stock vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Holder has not purchased all such 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 (the “Offer”) of such remaining (remaining) Common Stock to the Eligible Offerees for an amount per share equal to the Purchase PriceOfferees, and the Company shall (and is hereby authorized by the Holders and their respective spouses, heirs and legatees spouses to), within five business (5) Business Days days after (x) the receipt of such notice, if delivered within the time required required, or (y) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that the Surviving Holder did not exercise its option to repurchase such remaining the (remaining) Common Stock within such one hundred fifty (150) day period, deliver 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 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Death of Spouse. If the spouse of a Holder Securityholder dies, and all or any portion of the Common Stock or Warrants registered in the name of such Holder Securityholder (the “"Surviving Holder”Securityholder") vests in or is transferable to any heir or legatee other than the Surviving HolderSecurityholder, the Surviving Holder Securityholder shall promptly notify the Company Corporation of such event. The Surviving Holder Securityholder shall have the option to purchase all of the Common Stock and Warrants vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse or such heir or legatee, as applicable, shall be obligated to sell such Common Stock and Warrants to the Surviving Holder Securityholder for such the Purchase Price. Such option must be exercisedexercised by the Surviving Securityholder, and the purchase consummated, within one hundred fifty thirty (15030) days after the last to occur of (ai) the entry of an order of a probate, notary public probate or similar court (having jurisdiction over the estate of the deceased spouse) (ia) admitting to probate the will of the deceased spouse spouse, or (iib) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate intestate, or (bii) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s estate's estate or such heir or legatee, as applicable. The Surviving Holder Securityholder shall, within five (5) days after the expiration of such one hundred fifty (150) 30 day period, deliver written notice to the Company Corporation as to whether the Surviving Holder Securityholder has purchased all of the Common Stock and Warrants vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Holder Securityholder has not purchased all such Common StockStock or Warrants, or no such notice is delivered to the Company Corporation within the time required, the estate and all such heirs and legatees shall be deemed to have made an irrevocable Offer (the “Offer”) of such remaining Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Price, and the Company shall (and is hereby authorized by the Holders and their respective spouses, heirs and legatees to), within five (5) Business Days after (x) the receipt of such notice, if delivered within the time required or (y) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that the Surviving Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) day period, deliver 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 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.be

Death of Spouse. If the spouse of a Non-YBR Holder dies, and all or any portion of the Common Stock and/or Preferred Stock registered in the name of such Non-YBR Holder (the “"Surviving Non-YBR Holder”") vests in or is transferable to any heir or ------------------------ legatee other than the Surviving Non-YBR Holder, the Surviving Non-YBR Holder shall promptly notify the Company of such event. The Surviving Non-YBR Holder shall have the option to purchase all of the Common Stock and Preferred Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse shall be obligated to sell such Common Stock and Preferred Stock to the Surviving Non-YBR Holder for such the Purchase Price. Such option must be exercised, and the purchase consummated, within one hundred fifty (150) twenty days after the last to occur of (a) the entry of an order of a probate, notary public probate or similar court (having jurisdiction over the estate of the deceased spouse) (i) admitting to probate the will of the deceased spouse spouse, or (ii) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate intestate, or (b) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s 's estate. The Surviving Non-YBR Holder shall, within five (5) days after the expiration of such one hundred fifty (150) 30 day period, deliver written notice to the Company as to whether the Surviving Non-YBR Holder has purchased all of the Common Stock and Preferred Stock, vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Non-YBR Holder has not purchased all such Common Stock and Preferred 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 (the “"Offer”") of such remaining Common Stock and Preferred ----- Stock, to the Eligible Offerees for an amount per share equal to the Purchase PriceOfferees, and the Company shall (and is hereby authorized by the Non-YBR Holders and their respective spouses, heirs and legatees spouses to), within five (5) Business Days business days after (xi) the receipt of such notice, if delivered within the time required required, or (yii) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that all such Common Stock and Preferred Stock, were not purchased by the Surviving Non-YBR Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) twenty day period, deliver written notice of the Offer to the Eligible Offerees stating that all such Common Stock and Preferred Stock are Securities Subject to the Offer pursuant to this Section 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Death of Spouse. If the spouse of a Holder diesdies (such spouse, the “Deceased Spouse”), and all or any portion of the Common Stock Shares registered in the such name of such Holder (the “Surviving Holder”) or any interest therein vests in or is transferable to any heir or legatee of the Deceased Spouse other than the Surviving HolderHolder (such Shares or interest therein vesting in or transferable to any heir or legatee of the Deceased Spouse other than the Surviving Holder being referred to herein as the “Passing Share Interest”), the Surviving Holder shall promptly notify give written notice to the Company of such event, containing the name(s) and address(es) for purposes of notice of the estate of the Deceased Spouse and each heir or legatee in or to which any portion of the Passing Share Interest has vested or is transferable (the “Passing Interest Notice”). Within 60 days after receipt of the Passing Interest Notice by the Company, the Board shall determine or cause to be determined the Fair Market Value of the Passing Share Interest for purposes of determining the Purchase Price and deliver written notice thereof to the Surviving Holder, the estate of the Deceased Spouse and the heirs and legatees identified in the Passing Interest Notice (“Deceased FMV Notice”). The Surviving Holder shall have the option to purchase all or any portion of the Common Stock vesting in or transferable to such heir or legatee Passing Share Interest for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse Deceased Spouse shall be obligated to sell such Common Stock the Passing Share Interest to the Surviving Holder for such the Purchase Price. Such option must be exercisedexercised by the Surviving Holder, and the purchase consummated, within one hundred fifty (150) 30 days after the last to occur of (ai) the entry of an order of a probate, notary public probate or similar court (having jurisdiction over the estate of the deceased spouse) Deceased Spouse (ia) admitting to probate the will of the deceased spouse or Deceased Spouse, and (iib) determining the heirs of the deceased spouse Deceased Spouse if the deceased spouse Deceased Spouse is determined to have died intestate or intestate, (bii) the appointment of the executor, administrator or legal representative of the estate of the deceased spouseDeceased Spouse, and (iii) the delivery of the Deceased FMV Notice to the Surviving Holder and the estate of the Deceased Spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouseDeceased Spouse’s estate. The Surviving Holder shall, within five (5) 5 days after the expiration of such one hundred fifty (150) 30-day period, deliver written notice to the Company as to whether the Surviving Holder has purchased all of the Common Stock vesting in or transferable to any Passing Share Interest. If such heir or legatee. In the event such written notice states that the Surviving Holder has not purchased all such Common StockPassing Share Interest, or no such notice is delivered to the Company within the time required, then the estate of the Deceased Spouse and all such heirs and legatees shall be deemed to have made an irrevocable Offer offer (the “Offer”) to sell all of such remaining Common Stock Passing Share Interest not purchased by the Surviving Holder to the Eligible Offerees for an amount per share equal to the Purchase Price. The Company shall, and the Company shall (and is hereby authorized by the Holders and their respective spousesspouses to, heirs and legatees to)deliver, within five (5) Business Days 5 days after (x) the Company’s receipt of such notice, notice (if such notice is delivered within the time required required) or evidence satisfactory to it that all such Passing Share Interest was not purchased by the Surviving Holder within such 30-day period (y) if such notice is not given delivered within the time required), the receipt by the Company of evidence satisfactory to it that the Surviving Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) day period, deliver written notice of the Offer to the Eligible Offerees stating that all such Common Stock Passing Share Interest not purchased by the Surviving Holder are Securities Shares Subject to the Offer pursuant to this Section 2.2, and 3.3. Offers under this Section 3.3 shall (i) be irrevocable for so long as any Eligible Offeree has the date of such Offer shall be deemed right to be the date such written notice of purchase any Shares Subject to the Offer is so delivered by and (ii) be subject to the Companyterms and conditions of Section 4.

Death of Spouse. If the spouse of a Non-YBR Holder dies, and all or any portion of the Common Stock and/or Preferred Stock registered in the name of such Non-YBR Holder (the “Surviving Holder”"SURVIVING NON-YBR HOLDER") vests in or is transferable to any heir or legatee other than the Surviving Non-YBR Holder, the Surviving Non-YBR Holder shall promptly notify the Company of such event. The Surviving Non-YBR Holder shall have the option to purchase all of the Common Stock and Preferred Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse shall be obligated to sell such Common Stock and Preferred Stock to the Surviving Non-YBR Holder for such the Purchase Price. Such option must be exercised, and the purchase consummated, within one hundred fifty (150) twenty days after the last to occur of (a) the entry of an order of a probate, notary public probate or similar court (having jurisdiction over the estate of the deceased spouse) (i) admitting to probate the will of the deceased spouse spouse, or (ii) determining the heirs of the deceased spouse if the deceased spouse is determined to have died intestate intestate, or (b) the appointment of the executor, administrator or legal representative of the estate of the deceased spouse. The option shall be exercised by the giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s 's estate. The Surviving Non-YBR Holder shall, within five (5) days after the expiration of such one hundred fifty (150) 30 day period, deliver written notice to the Company as to whether the Surviving Non-YBR Holder has purchased all of the Common Stock and Preferred Stock, vesting in or transferable to any such heir or legatee. In the event such written notice states that the Surviving Non-YBR Holder has not purchased all such Common Stock and Preferred 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 (the “Offer”"OFFER") of such remaining Common Stock and Preferred Stock, to the Eligible Offerees for an amount per share equal to the Purchase PriceOfferees, and the Company shall (and is hereby authorized by the Non-YBR Holders and their respective spouses, heirs and legatees spouses to), within five (5) Business Days business days after (xi) the receipt of such notice, if delivered within the time required required, or (yii) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that all such Common Stock and Preferred Stock, were not purchased by the Surviving Non-YBR Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty (150) twenty day period, deliver written notice of the Offer to the Eligible Offerees stating that all such Common Stock and Preferred Stock are Securities Subject to the Offer pursuant to this Section 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.

Death of Spouse. If the spouse of a Holder dies, dies (the "Deceased Spouse") and all or any portion of the Common Stock registered in the name of such Holder (the “"Surviving Holder”") vests in or is transferable to any heir or legatee of the Deceased Spouse other than the Surviving Holder, the Surviving Holder shall promptly notify the Company of such event. The Surviving Holder shall have the option to purchase all or any portion of the Common Stock vesting in or transferable to such heir or legatee for an amount equal to the Purchase Price, and such heir or legatee and the estate of the deceased spouse Deceased Spouse shall be obligated to sell such Common Stock to the Surviving Holder for such the Purchase Price. Such The option must be exercised, and the purchase must be consummated, within one hundred fifty (150) 30 days after the last to occur of (ai) the entry of an order of a probate, notary public probate or similar court (having jurisdiction over the estate of the deceased spouse) Deceased Spouse (iA) admitting to probate the will of the deceased spouse Deceased Spouse or (iiB) determining the heirs of the deceased spouse Deceased Spouse if the deceased spouse Deceased Spouse is determined to have died intestate intestate, or (bii) the appointment of the executor, administrator or legal representative of the estate of the deceased spouseDeceased Spouse. The option shall be exercised by the Surviving Holder giving of written notice of exercise to the executor, administrator or legal representative of the deceased spouse’s Deceased Spouse's estate, with a copy to the Company. The Surviving Holder shall, within Within five (5) days after the expiration of such one hundred fifty (150) 30-day period, the Surviving Holder shall deliver written notice to the Company (the "Deceased Purchase Notice") as to whether the Surviving Holder has purchased all of the Common Stock vesting in or transferable to any such heir or legatee. In If the event such written notice Deceased Purchase Notice states that the Surviving Holder has not purchased all such Common Stock, or if no such notice Deceased Purchase Notice is delivered to the Company within the time requiredsuch five-day period, all such heirs and legatees shall be deemed to have made an irrevocable Offer offer (the “"Offer”") of all such remaining Common Stock to the Eligible Offerees for an amount per share equal to the Purchase Pricebe accepted in accordance with Section 4. The Company shall, and the Company shall (and is hereby authorized by the Holders and their respective spousesspouses to, heirs and legatees to)deliver, within five (5) Business Days days after (x) the Company's receipt of the Deceased Purchase Notice (if such notice, if notice is delivered within the time required required) or (y) if such notice is not given within the time required, the receipt by the Company of evidence satisfactory to it that all such Stock was not purchased by the Surviving Holder did not exercise its option to repurchase such remaining Common Stock within such one hundred fifty 30-day period (150) day periodif the Deceased Purchase Notice is not delivered within the time required), deliver written notice of the Offer to the Eligible Offerees stating that all such Common Stock are Securities Shares Subject to the Offer pursuant to this Section 2.2, and the date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company3.3.