Restrictions Upon Death of a Shareholder Sample Clauses

Restrictions Upon Death of a Shareholder. (a) Upon the death of a Shareholder who is a natural person, the disposition of all of the Shares owned by the estate of the deceased Shareholder shall be subject to this Section. Within 30 days after the date of death of a deceased Shareholder, the duly appointed personal representative of the deceased Shareholder shall provide written notice of such death to both the Company and the surviving Shareholders. The personal representative of the deceased Shareholder may sell or otherwise dispose of the Shares of the deceased Shareholder to any person or persons on any terms, subject, however, to the “Right of First Refusal” of the surviving Shareholders and the Company as provided below. (b) Transfers by a Shareholder (or personal representative of a deceased Shareholder) under Section 6.2(a) or Section 9 hereof, shall be subject to the following provisions: (i) The selling Shareholder or Shareholders shall first offer for sale to the remaining Shareholder(s) and the Company the subject Shares under the same terms and conditions and for the same consideration as described in a bona fide, third party offer (the “Offer”). (ii) Upon receipt by the applicable Shareholder(s) of a copy of any written Offer, such Shareholder(s) shall have the right, exercisable at any time within 30 days after the date of receipt, to purchase all or a portion (based upon its pro rata ownership) of the subject Shares on the terms and at the price proposed in the Offer if, such Shareholder(s) delivers written notice to the selling Shareholder stating that it intends to purchase the subject Shares. (iii) In the event that the other Shareholder(s) fail to exercise their rights to purchase all or a portion of the Shares involved in the proposed transfer specified in the Offer, then the Company shall have the right to purchase all or a portion of the subject Shares if, within 10 days after the expiration of the other Shareholders’ purchase rights, the Company delivers written notice to the selling Shareholder stating that it intends to purchase the subject Shares on the terms set forth in the Offer, except that the Company shall have the option of delivering, in lieu of the cash portion of the purchase price stated in the Offer, a promissory note (the “Note”) in the amount of the unpaid balance of the purchase price. The Note shall be payable in 36 equal monthly installments together with accrued interest until fully paid. The Note shall bear interest at the prime rate of interest listed ...
Sample 1
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Restrictions Upon Death of a Shareholder. (a) Upon the death of a Shareholder who is a natural person, the disposition of all of the Shares owned by the estate of the deceased Shareholder shall be subject to this Section. Within 30 days after the date of death of a deceased Shareholder, the duly appointed personal representative of the deceased Shareholder shall provide written notice of such death to both the Company and the surviving Shareholders. The personal representative of the deceased Shareholder may sell or otherwise dispose of the Shares of the deceased Shareholder to any person or persons on any terms, subject, however, to the “Right of First Refusal” of the surviving Shareholders and the Company as provided below.
Sample 1

Related to Restrictions Upon Death of a Shareholder

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Voting Rights as a Shareholder Subject to the terms of the Insider Letters described in Section 4.4 hereof and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

  • Restriction of Shareholders / Owners’ Liability 17.8.1 Parties expressly agree and acknowledge that none of the shareholders of the Parties hereto shall be liable to the other Parties for any of the contractual obligations of the concerned Party under this Agreement. Further, the financial liabilities of the shareholder/s of each Party to this Agreement, shall be restricted to the extent provided in the Indian Companies Act, 2013.

  • Rights of Initial Stockholders in Escrow Shares 4.1 VOTING RIGHTS AS A STOCKHOLDER. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Rights of a Stockholder Prior to the time a Restricted Share is fully vested hereunder, the Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Share. During such period, the Employee shall have all other rights of a stockholder, including, but not limited to, the right to vote and to receive dividends (subject to Section 2(a) hereof) at the time paid on such Restricted Shares.

  • Rights as a Shareholder The Optionee shall have no rights as a shareholder with respect to any shares which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of Stockholder Except as otherwise provided in Section 2 and this Section 3, during the Vesting Period and after the certificates for the Restricted Shares have been issued, the Recipient shall be entitled to all rights of a stockholder of the Company, including the right to vote and the right to receive dividends, with respect to the Restricted Shares subject to this Agreement. Subject to applicable withholding requirements, if any, dividends on the Restricted Shares shall be paid to the Recipient when earned and payable.

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