- 6 - e - Acceptance of any offer to sell shall be made by the corporation giving written notice to the selling shareholder, accompanied by a certified check for the full amount of the purchase price, and such acceptance, when accompanied by tender of the certified check shall constitute a sale of the shares and shall entitle the purchasers(s) to have the stock certificate for the shares delivered, properly endorsed with signatures guaranteed for all of the shares sold. The closing of the sale and the transfer of the shares shall take place at the registered office of the corporation within fifteen (15) days of the acceptance. The date and time of the closing shall be set forth in the written notice of acceptance. f - If a shareholder offers shares of this corporation first to the corporation and then to the shareholders in accordance with this Article VI, and neither the corporation nor the shareholders shall accept such offer, then, for a period of twelve months following the expiration of the shareholders' second option period, such shareholder shall be free to sell, assign, exchange, transfer, donate or otherwise dispose of the shares in any manner and upon such terms and conditions as he may deem appropriate, and such transfer shall be recognized on the books of the corpora- tion. g - The donation inter vivos of shares of the capital stock of the corporation or any transfer of such shares following the death of a shareholder shall be subject to the provisions of this Article VI unless such shares shall be transferred to the spouse, chil- dren, or other lawful descendants, or the spouse of any child or lawful descendant, or the father or mother, or other lawful ascendant, or the collateral relations of the shareholder, whether outright, in trust, or to any other legal entity established for the exclusive ben- efit of any of the foregoing persons; provided, how- ever, that the corporation shall not be required to record and honor such transfer, except upon receipt of written notice of such transfer. h - Notwithstanding any other provision of this Article VI, a shareholder shall have the right to sell all or part of his shares to, or exchange such shares with, his spouse, children, or other lawful descen- dants, or the spouse of any child or lawful descendant,Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011