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or to the Stockholders, and said Corporation and other
stockholders shall have the option to purchase his
shares under the terms and conditions as set forth in
Items 2, 3, and 4 above.
* * * * * * *
13. This Agreement may be amended or altered by
the written consent of the holder of at least seventy-
five percent (75%) of the issued and outstanding shares
of the Corporation.
At the time the Buy-Sell Agreement was executed, decedent
held a beneficial interest through the CWB Trust in 86 percent of
the outstanding stock in CamVic and had retained the right to
vote those shares. In addition, Ronald owned 8.3 percent of the
outstanding stock in CamVic, Marcella owned 1.9 percent, and
Ronald's three children each owned 1.3 percent. The agreement
did not provide for periodic revaluation of CamVic's stock.
A. The Computation of CamVic's Value for Purposes of the
Buy-Sell Agreement
The computation of the value of CamVic stock for purposes of
the Buy-Sell Agreement was prepared by Kenneth Hughes, an
attorney and tax adviser to the Bommer family and its businesses.
Mr. Hughes and his law firm, Santen, Santen & Hughes, served as
legal counsel to all parties to the Buy-Sell Agreement.9
The parties have stipulated that Mr. Hughes computed
CamVic's value as follows:
9Mr. Hughes died in January 1993.
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