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tion. Upon receipt of such notice, the corporation
shall send a copy of such notice to all shareholders.
For a period of forty-five (45) days after the cor-
poration receives notice from the selling shareholder,
the corporation shall have an option to purchase all
the shares offered at the book value of the shares.
The forty-five (45) day period during which the cor-
poration shall have the right to purchase the shares
shall be referred to as the "first option period".
c - If the corporation fails or refuses to pur-
chase the shares offered within the first option pe-
riod, the selling shareholder shall next offer such
shares to the other shareholders of the corporation,
and they, or any of them, shall have a second option to
purchase all such shares at their book value. If more
than one shareholder desires to purchase the shares,
such shareholders shall have the option to purchase the
shares offered in the proportion that the number of
shares registered in their respective names bears to
the total number of shares registered in the names of
all shareholders who desire to purchase such shares.
Each shareholder shall have thirty (30) days after the
date of the first option period expires within which to
notify the corporation in writing of the number of
shares he desires to purchase and shall attach a cer-
tified check, made payable to the corporation, in an
amount equal to the book value of the number of shares
he desires to purchase. The checks of all shareholders
shall be held in escrow by the corporation pending the
closing. Within forty (40) days of the termination of
the first option period, the corporation shall notify
the selling shareholder whether the second option has
been exercised by the shareholders and shall otherwise
comply with the provisions of subparagraph e of this
Article VI.
d - For purposes of this Article VI, the "book
value" shall mean the value of the shares as shown on
the books of the corporation as of the date shown on
the corporation's most recent annual audit. Such
determination of book value shall be made by the firm
of certified public accountants who performed the
corporation's most recent annual audit and shall be
made in accordance with generally accepted accounting
principles, with no value attributable to good will.
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Last modified: May 25, 2011