shareholder agreements, buy/sell agreements and voting trusts

Company has an exclusive option to purchase all or any portion of the Shares not purchased orawarded to Shareholder at the purchase price per Share determined pursuant to Section 8.1 to bepayable in accordance with the Conservative Payment Terms. To the extent that the Companyelects not to purchase all of the Spousal Interest in the Shares, the Remaining Shareholders havethe right to purchase all or any portion of the remaining Shares not purchased by the Company ona Pro Rata basis or as the Remaining Shareholders may otherwise agree among themselves.(d) If, and to the extent that, the Company and the Remaining Shareholders do notpurchase all of those Shares, then each Successor of that Spouse is entitled to require theCompany to transfer the appropriate portion of the Spouse's Shares to that Successor upon (i) theprovision to the Company of documentation as may be requested by the Company to evidence therightful ownership interest of the Successor in and to the Spouse's Shares and (ii) the Successorbecoming a party to this Agreement in accordance with the provisions of Section 3.2.7.2 Death of Shareholder.(a) Upon the death of a Shareholder, then the Company and the RemainingShareholders have the exclusive right and option to purchase all or any portion of the Sharesowned by the Shareholder, and the Shareholder (or the Personal Representative) has the right andoption to require the Company to purchase all or any portion of his Shares in each case at thepurchase price per Share determined pursuant to Section 8.1 to be payable in accordance with theAggressive Payment Terms. Upon the exercise of this option, the Shareholder’s PersonalRepresentative is obligated and bound to sell the Shares to the Company and the RemainingShareholders upon these terms, and the Company is obligated, to the extent it may lawfully do so,to purchase the Shares. Notice of the exercise of the option granted pursuant to this Section 7.2 isto be given to or by the Shareholder (or the Personal Representative) within 30 days after theCompany receives notice of the qualification of Shareholder's Personal Representative.(b) As between the Company and the Remaining Shareholders, the Company has thefirst and prior right to purchase all or any portion of the Shares, and the Remaining Shareholdershave the right to purchase all or any portion of the remaining Shares not purchased by theCompany on a Pro Rata basis or as the Remaining Shareholders may otherwise agree amongthemselves.(c) If, and to the extent that, the Company and the Remaining Shareholders do notpurchase all of the Shares, then each Successor of that Shareholder is entitled to require theCompany to transfer the appropriate portion of the Shareholder's Shares to the Successor upon(i) the provision to the Company of documentation as may be requested by the Company toevidence the rightful ownership interest of the Successor in and to the Shareholder's Shares and(ii) the Successor becoming a party to this Agreement in accordance with the provisions ofSection 3.2.7.3 Divorce of Shareholder and Spouse. If any Shares are owned by a Shareholder and hisSpouse jointly, and that Shareholder or his Spouse files a petition for divorce or institutes any other legalproceedings for the termination of their marriage, then the following procedures apply:(a) Shareholder’s interest in the Shares and Spouse’s Spousal Interest in the Shareswill be reflected on their respective inventories of marital and separate assets at a value not inexcess of the purchase price determined pursuant to Section 8.1;(b) Shareholder shall negotiate and seek, and his Spouse agrees to accept, an orderfor the division of marital and separate property such that Shareholder receives the entire SpousalA-17Shareholder Agreements