Common use of DEATH OF XXXXXXX Clause in Contracts

DEATH OF XXXXXXX. Upon the death of Xxxxxxx, the Company, in consultation with Xxxxxxx’x estate shall determine whether it is tax efficient to liquidate the Company and to distribute the remaining assets of the Company, pro rata, to the Shareholders. In the event it is determined that a liquidation of the Company is in the best interest of the Xxxxxxx Estate then (i) the operating agreement of M&N Group Holdings, LLC shall be amended to contain provisions that are substantially similar to the provisions of this Agreement to effectuate the intent of this Agreement, (ii) the Company shall be liquidated and (iii) the General Limit for such year shall be increased to allow the Shareholders (other than Xxxxxxx) the ability to have redeemed additional Vested Shares to afford such Shareholders the ability to pay all income taxes resulting for the liquidation of the Company.