- 7 -
The Donees’ Buy/Sell Agreements
On January 10, 1986, Albert and Gregory, each in
anticipation of acquiring "through gift and/or inheritance" 50
percent of the shares of MBI, entered into an agreement with MBI
(the 1986 agreement), which provided in part that MBI would
obtain insurance on each of their lives and upon the death of
either shareholder, the estate of the deceased shareholder must
sell and MBI must purchase all of the deceased shareholder's MBI
shares.
The agreement also provided that in the event that at the
time MBI was required to purchase the deceased shareholder's
stock, MBI had insufficient surplus to fulfill its obligation,
the entire available surplus could be used to purchase a portion
of the deceased shareholder's MBI shares, and the remaining
shareholder and MBI were required to take other action necessary
for the redemption of the shares not purchased.
In 1991, Albert, Gregory, and James entered into an
agreement with MBI (the 1991 agreement), identical in relevant
part to the 1986 agreement, except that all three collectively
anticipated they would become the "sole Stockholders" of MBI
through gifts and/or inheritance and that MBI would obtain
insurance on each of their lives.
Upon the death of Gregory in 1996, Loretta inherited the
69.25 shares of MBI stock that Gregory owned at the time of his
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 Next
Last modified: May 25, 2011