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corporate buy-sell agreements included the following relevant
provisions:
1. Restriction of Stock. a. Until termination of
this agreement none of the stock of the company shall
pass or be disposed of in any manner whatsoever,
whether by voluntary or involuntary action, to any
person, partnership or corporation except in accordance
with the terms of this agreement; * * *. * * *
b. Each share of stock shall remain subject to
this agreement, and each corporation (including the
Company), partnership, trust, and person who now holds
or may acquire any of the stock, in any manner,
nevertheless shall hold it subject to the provisions of
this agreement whenever and as often as any of the
sales events herein mentioned may occur.
2. Events requiring the mandatory sale and
purchase include any attempt to pass or dispose of the
stock in any manner whatsoever, whether by voluntary or
involuntary act, specifically including, but not
limited to, the following events (hereinafter called
“sales events”):
2a. Sale. In the event any Shareholder desires
at any time to sell all or part of his or her stock in
the Company, he or she shall so notify the Purchasing
Shareholders in writing. * * * Thereafter, the Selling
Shareholders shall sell and the Purchasing Shareholders
shall purchase such stock in accordance with the terms
of paragraphs 3, 4, and 5 hereof. Such sale and
purchase shall be consummated within six (6) months
after receipt by the Purchasing Shareholders of such
written notice.
2b. Death of Shareholder. In the event of the
death of any one of the * * * [Shareholders], the
deceased Shareholder, as the Selling Shareholder, shall
sell and the Purchasing Shareholders shall purchase all
the stock of the Selling Shareholder in accordance with
paragraphs 3, 4, and 5 hereof. This agreement shall be
binding upon the heirs and personal representatives of
such decedent and the trustees of any qualified trust,
all of which shall be included in the term “Selling
Shareholder.” The actual transfer relating to such
sale and purchase as herein provided shall be made
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