Common use of Involuntary Assignments Clause in Contracts

Involuntary Assignments. (1) In the event that the Executive shall be divested of title to his shares of capital stock by involuntary sale, assignment or transfer, (as, for example, but without limiting the generality thereof, by sale under levy of attachment or execution, or sale in connection with bankruptcy or other court process) or transfer to a spouse in satisfaction of marital rights in connection with a separation or divorce, the person, firm or corporation acquiring such stock (hereinafter called the “Judicial Assignee"), shall take and hold such shares of capital stock subject to all the restrictions, obligations and disabilities as was the Executive. (2) Within thirty (30) days after such stock is transferred to the Judicial Assignee on the books of the Company, if such transfer be deemed proper by the Company, the Company may (but shall not be obligated to), by written notice given to the Judicial Assignee, elect to purchase from the Judicial Assignee the stock so acquired by him or her for: (i) The same amount as the Judicial Assignee shall have paid for such stock, or (ii) The book value of each share as determined in accordance with this Agreement, whichever amount is smaller, i.e., either the amount paid or book value. If the Company elects to purchase such stock from the Judicial Assignee, the Company may pay for such stock in ten (10) annual installments, the first of which shall be due and payable within thirty (30) days after the Company gives notice to the Judicial Assignee, as aforesaid. The Judicial Assignee, upon the making of the first payment by the Company, shall simultaneously therewith deliver his shares of stock to the Company’s attorney who shall thereupon certify, in writing, that he is holding said stock in escrow pending the full payment of the purchase price. The Judicial Assignee shall have no voice in the management of the Company at any time after the payment of the first installment.