- 8 -
without first complying with the provisions of this
Article VI, whether such sale or transfer be public or
private, judicial or otherwise, the party acquiring
such shares shall offer the shares so purchased to the
corporation and to the shareholders thereof at book
value pursuant to the terms and conditions of this
Article VI, and if the corporation fails or refuses
within the first option period provided and the share-
holders fail or refuse within the second option period
provided to purchase all the shares so offered, the
shares may be transferred to the party acquiring the
shares, and such transfer shall be recognized on the
books of the corporation.
j - The failure or refusal of the corporation or
the shareholders to strictly enforce the provisions of
and exercise their rights under this Article VI shall
not be construed nor operate as a waiver of, and shall
be entirely without prejudice to their right to enforce
such provisions and exercise their rights under this
Article VI. Notwithstanding any other provision of
this Article VI, shareholders owning at least 80% of
the capital stock of the corporation may waive the
provisions of this Article VI by executing a written
consent.
In recommending that the stockholders of Marrero Land adopt
the foregoing amendment to article VI, Mr. Barkley did not intend
to change the price at which that Company's stock was to be
purchased under such amended article from the price at which such
stock was to have been purchased under article VI. On January
23, 1980, the stockholders of Marrero Land, who did not include
decedent's spouse or children, adopted a resolution authorizing
the foregoing amendment to article VI (amended article VI). On
February 6, 1980, that resolution became effective. In accor-
dance with La. Rev. Stat. Ann. sec. 12:57 (West 1994), a legend
appears on each of the outstanding stock certificates of Marrero
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