- 7 - including specific performance of the redemption and the sale of 600 Madison preferred shares from Elmer's estate.2 2The counterclaims are as follows: COUNTERCLAIMS Defendants/Counterclaim Plaintiffs Jean W. Lange and Gene C. Lange [petitioners' son], for their coun- terclaims against Beth Thomas Lange, Mary Beth Williams, and Martha Jane Lange, state: * * * * * * * COUNT I: DECLARATORY JUDGMENT * * * * * * * 16. A present controversy exists among the parties regarding the legal effect of certain actions taken by Madison Holding Co., the Estate of Elmer F. Lange, Beth Thomas Lange, Mary Beth Williams, Martha Jane Lange, Jean W. Lange, and Gene C. Lange, including but not limited to: a. whether the agreement for the sale of 600 shares of Madison Holding Co. preferred stock to Jean W. Lange is valid and enforceable; b. who owns the stock of Madison Holding Co. held by Elmer F. Lange before his death; c. whether the stock certificate forms signed by Beth Thomas Lange purportedly as President of Madison Holding Co. are valid; d. whether the noticed redemption by Madison Holding Co. of 1,054 common shares and 1,750 preferred shares is valid; e. whether the consideration for the 2,000 shares of common stock issued to Jean W. Lange of February 21, 1991 was adequate and whether said issuance was consistent with the rights of all concerned; and f. whether the bylaws of Madison Holding Co. create enforceable rights in favor of Madison Holding Co. (continued...)Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 Next
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