DEATH OF STOCKHOLDER Sample Clauses

DEATH OF STOCKHOLDER. Upon learning of the death of any Stockholder, the Company immediately shall simultaneously send written notice to Xxxxxx Xxxxxxx and the surviving Other Stockholders, specifying the date of death and the number of Shares owned by the deceased Stockholder (the "NOTICE"). For a period of sixty (60) days after the date on which the Notice is sent, Xxxxxx Xxxxxxx, FSEP IV the surviving Other Stockholders and the Company shall have the option to purchase all or any portion of the Shares owned by such deceased Stockholder on the date of his death, in accordance with the provisions of Section 5.1, except that the Offering Stockholder shall be the legal representative or trustee of the deceased Stockholder's estate, the purchase price shall be determined pursuant to Section 8.1, and the terms shall be as described in Section 8.2. Upon the exercise of any option under this Section 7.2, the legal representative or trustee of the deceased Stockholder's estate shall sell the deceased Stockholder's Shares to the Company, Xxxxxx Xxxxxxx, FSEP IV and/or the Other Stockholders, as the case may be, and perform any further acts and execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement. If the Company, Xxxxxx Xxxxxxx, FSEP IV and/or surviving Other Stockholder do not purchase all of such deceased Stockholders' Shares, then his estate and any beneficiaries of his estate to whom the estate distributes Shares shall be subject to the restrictions and provisions of this Agreement, and shall be treated as Permitted Transferees under the provisions of Article IV.
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DEATH OF STOCKHOLDER. Upon the death of a Stockholder, each other Stockholder shall have the option to purchase any or all FII Shares or New FII Shares held by such Stockholder on a pro rata basis by giving written notice thereof to the estate of such stockholder within thirty (30) days. If any Stockholder fails to exercise his option, then each Stockholder who did exercise his option shall have the further option(s) to purchase such unpurchased Shares or New Shares, such further option(s) arising until any such FII Shares or New FII Shares which remain unpurchased have been offered to each Stockholder who has exercised such option(s). Each such further option shall be exercisable for the five (5) day period beginning on the day immediately following the termination of the previous option. In the event that the options have not been exercised with respect to all FII Shares or New FII Shares subject to the notice of proposed transfer, the remaining FII Shares or New FII Shares may be retained by the Stockholder’s estate and transferred from the estate only upon execution of and delivery by the proposed transferee of a supplemental agreement accepting the terms, conditions and restrictive provisions of this Agreement and such transferee shall become a “Stockholder” hereunder.
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DEATH OF STOCKHOLDER. If Xxxxx Xxxxxxx dies during the term of the Earn Out Agreement, Buyer shall consult with Xxxx Xxx Xxxxxxx with respect to appointing a replacement for Xxxxx Xxxxxxx at Buyer.
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Related to DEATH OF STOCKHOLDER

  • Death of Optionee If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within six (6) months after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise this Option and purchase Shares to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death; provided, in any case, that this Option may be so exercised only to the extent that this Option has not previously been exercised by Optionee.

  • Death of Participant Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

  • Death of Executive In the event of the death of Executive during the Employment Period, the Company’s obligations hereunder shall automatically cease and terminate; provided, however, that within 15 days the Company shall pay to Executive’s heirs or personal representatives Executive’s Base Salary and accrued vacation accrued to the date of death.

  • Death of Grantee If the Grantee shall die during the term of this Option, the Grantee's legal representative or representatives, or the person or persons entitled to do so under the Grantee's last will and testament or under applicable intestate laws, shall have the right to exercise this Option, but only for the number of shares as to which the Grantee was entitled to exercise this Option in accordance with Section 2 hereof on the date of his death, and such right shall expire and this Option shall terminate one (1) year after the date of the Grantee's death or on the expiration date of this Option, whichever date is sooner. In all other respects, this Option shall terminate upon such death.

  • Death of the Participant The Advisory Committee will direct the Trustee, in accordance with this Section 6.01(C), to distribute to the Participant's Beneficiary the Participant's Nonforfeitable Accrued Benefit remaining in the Trust at the time of the Participant's death. Subject to the requirements of Section 6.04, the Advisory Committee will determine the death benefit by reducing the Participant's Nonforfeitable Accrued Benefit by any security interest the Plan has against that Nonforfeitable Accrued Benefit by reason of an outstanding Participant loan.

  • DEATH OF BENEFICIARY Unless otherwise provided in the Beneficiary designation, if any Beneficiary dies before the Owner, that Beneficiary's interest will go to any other primary Beneficiaries named, according to their respective interests. If there are no primary Beneficiaries, the Beneficiaries' interest will pass to a contingent Beneficiary, if any. Prior to the Annuity Commencement Date, if no Beneficiary or contingent Beneficiary survives the Owner, the Death Benefits will be paid to the Owner's estate. Unless otherwise provided in the Beneficiary designation, once a Beneficiary is receiving Death Benefits or annuity payments under an Annuity Payment Option, the Beneficiary may name his or her own Beneficiary to receive any remaining benefits due under the Contract, should the original Beneficiary die prior to receipt of all benefits. If no Beneficiary is named or the named Beneficiary predeceases the original Beneficiary, any remaining benefits will continue to the original Beneficiary's estate. A Beneficiary designation must be made by Notice to LNY.

  • Death of Optionee; No Assignment The rights of the Optionee under this Agreement may not be assigned or transferred except by will or by the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by such Optionee. Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement or the Plan shall be void and shall have no effect. If the Optionee’s Continuous Service terminates as a result of his or her death, and provided Optionee’s rights hereunder shall have vested pursuant to Section 2 hereof, Optionee’s legal representative, his or her legatee, or the person who acquired the right to exercise this Option by reason of the death of the Optionee (individually, a “Successor”) shall succeed to the Optionee’s rights and obligations under this Agreement. After the death of the Optionee, only a Successor may exercise this Option.

  • Death of Employee Any distribution or delivery to be made to the Employee under this Agreement will, if the Employee is then deceased, be made to the administrator or executor of the Employee’s estate. Any such administrator or executor must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

  • Death of the Employee The TERM automatically terminates upon the death of the EMPLOYEE. In the event of such death, the EMPLOYEE's estate shall be entitled to receive the compensation due the EMPLOYEE through the last day of the calendar month in which the death occurred, except as otherwise specified herein.

  • Termination Upon Death of Executive Executive’s employment under this Agreement shall be terminated upon the death of Executive. In such case, the Employer shall be obligated to pay to the surviving spouse of Executive, or if there is none, to the Executive’s estate: (i) that portion of Executive’s Base Salary that would otherwise have been paid to him for the month in which his death occurred, and (ii) any amounts due him pursuant to the Northrim Bank Savings Incentive Plan (401-K) and the Northrim BanCorp, Inc. Profit Sharing Plan, any supplemental deferred compensation plan, and any other death, insurance, employee benefit plan or stock benefit plan provided to Executive by the Employer, according to the terms of the respective plans.

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