Sample Buy-Sell Agreement Page 3
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10authorization under this Agreement for such transfer shall be deemed withdrawn as if
no such transfer had been contemplated and no notice had been given.
c. Involuntary Lifetime Disposition. An "Involuntary Lifetime Disposition"
occurs when an Owner's Units, or any portion or interest in them, are involuntarily
sold, transferred or otherwise disposed of, or an involuntary sale, transfer or disposal
is threatened by any third person, whether by
(i)
sale upon the execution or in foreclosure of any pledge, hypothecation, lien
or charge,
(i)
acquisition of an interest in such Units by a trustee in bankruptcy or a
receiver, or
(iii) any other means (but not including the death of the Owner or any purchase
by the Other Owners pursuant to the other sections of this Agreement).
An "Involuntary Lifetime Disposition" also occurs when (i) an Owner is
adjudicated incompetent by any court, or (ii) a guardian or conservator is appointed
for an Owner (unless the Owner is a Disabled Employee, as defined below in Section
I(5)(c)). An "Involuntary Lifetime Disposition" also occurs when a court order
does not grant the Owner sole ownership of the Owner's Units in connection with a
property division in a divorce proceeding.
4. Death of an Owner. Upon the death of an Owner, his or her Personal Representative
(see paragraph 4.a below) will immediately be deemed to have offered to sell to the other
Owners all of the deceased Owner's Units (the "Offered Units") at the Purchase Price
and on the Payment Terms described in Articles II and III below. Each such other Owner
shall accept such offer and agree to buy such Offered Units in proportion to his or her
respective ownership of all outstanding Units (excluding the Offered Units), or in such
other proportion upon which the other Owners may agree. Notwithstanding the actual
closing date specified in Section III(2), the transfer of the Units shall be deemed effective
as of the close of business on the date of the deceased Owner's death. The other Owners
and the Personal Representative shall promptly do all things necessary to cause such
transfer in accordance with this Agreement.
a. Personal Representative. A Seller's "Personal Representative" includes any
administrator, personal representative, executor or trustee who has legal responsibility
for managing and disposing of the Seller's Units. It also includes any person who
succeeds in interest to such Units, if no such fiduciary has control over such Units.
5. Termination of Employment. If any Owner is employed by the Company (an
"Employee-Owner") and ceases to be an employee of the Company because the
Employee-Owner is a Disabled Employee (see paragraph 5.c below), or for any other
reason, then such Owner shall be deemed to have offered to sell all of his or her Units
(the "Offered Units") to the Other Owners for the Purchase Price and on the Payment
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