- 7 - or the father, mother, or lawful ascendant, or the collateral relations of the selling shareholder, whether outright, in trust, or to any other legal entity established for the exclusive benefit of any of the foregoing persons; provided that such sale or exchange is made for a price or consideration of no more than the book value of the shares, and provided, further, that the corporation shall not be required to record and honor such transfer except upon receipt of written notice of such transfer. i - In the event any shareholder pledges or hy- pothecates the shares of the capital stock of this corporation to secure an obligation, and subsequently defaults on such obligation, the creditor, before enforcing any of its rights with respect to such shares, shall immediately notify the corporation and the defaulting shareholder, and for a period of forty- five (45) days after the receipt of such notice, the corporation shall have the option to purchase all of the shares so pledged or hypothecated for the book value of the shares. If the corporation fails or refuses to purchase all the shares during the first option period provided, the shareholders shall have a second option to purchase the shares in accordance with subparagraph c of this Article VI; provided, however, if the shareholder who pledged or hypothecated his shares shall cure the default on his obligation with the creditor prior to the time the corporation or the shareholders exercise their option to purchase the shares, the option to purchase such shares shall ter- minate. If either the corporation or the shareholders purchases such shares, the purchase price shall be paid jointly to the defaulting shareholder and the creditor. If neither the corporation nor the shareholders pur- chases all the shares so offered, then for a period of twelve (12) months following the expiration of the shareholder's second option period, the creditor shall be free to exercise its security rights and sell, assign, exchange, transfer, or otherwise dispose of such shares in any manner and upon such terms and conditions as he may deem appropriate, and such trans- fer shall be recognized on the books of the corpora- tion. In the event of a sale or transfer of any shares of the capital stock of this corporation made by or at the instance of any mortgagee, pledgee, creditor, bankruptcy trustee or receiver of any shareholder,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