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owns or may hereafter acquire, nor encumber, pledge or
hypothecate any of said shares.
2. In the event a Stockholder wishes to sell his
shares of the Corporation or any part thereof, he must
first offer to sell such shares to the Corporation at
the price and on the terms hereinafter set out in Item
3 and 4 hereof and he shall give notice to Corporation
of his desire to sell and the Corporation shall have
fourteen (14) days after receipt of such notice within
which to exercise its option. Upon failure of the
Corporation to exercise such option within such time
then the other Stockholders shall have and are hereby
given their right and option for seven (7) days
thereafter to purchase all the shares offered for sale
by the selling Stockholder in the proportion of their
stockholdings at the price and on the terms hereinafter
set forth in Items 3 and 4 hereof. If neither the
Corporation nor the other Stockholders exercise the
option hereinabove given within the time specified,
then said option shall terminate and the party desiring
to sell shall be free to sell his shares of the
Corporation to others. It is understood and agreed
that unless all of the shares which the selling
Stockholder has offered for sale are purchased by
either the Corporation or the other Stockholders
hereinafter provided, then the aforesaid option even if
exercised, shall be null and void and the Stockholder
shall be free to sell his said shares to others.
3. The purchase price of the shares of the
Corporation to be paid by the Corporation or the
Stockholder, in the event of any sale as provided for
in Item 2 hereof, and as hereinafter set forth, shall
be $11,333.30 per share.
4. In the event of a sale, the purchase price of
said shares shall be paid with a ten per cent (10%)
downpayment within sixty (60) days of the acceptance of
the Offer to Purchase, and the remaining balance shall
be payable in ten (10) annual installments of equal
amounts on the anniversary date of the downpayment.
The remaining balance shall bear interest at the rate
of five per cent (5%) per annum. The purchasing
Corporation or Stockholder, as the case may be, may
pre-pay the balance at any time.
5. In the event of the death of a stockholder, he
agrees to offer his shares of stock to the Corporation
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Last modified: May 25, 2011