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within six (6) months after such Shareholder’s death.
* * *
* * * * * * *
2d. Shareholders’ Required Activities. In the
event a Shareholder or his or her spouse ceases to
devote all or a substantial part of his or her time to
the business of the company or any one of its
affiliates for any reason, * * * such Shareholder shall
be deemed to be the Selling Shareholder and to have
notified the other Shareholders of a desire to sell his
or her stock as provided in paragraph 2a unless the
remaining Shareholders unanimously agree to permit such
a Shareholder to continue as a Shareholder.
3. Buy and Sell Agreement. The parties hereto
agree that on the occurrence of each and every sale
event, the Selling Shareholder, shall sell to the
Purchasing Shareholders, and the Purchasing
Shareholders shall purchase, in direct proportion to
the interest which each owns in said corporation
represented by stock ownership in the company * * * all
of the shares of stock owned by or for the benefit of
the Selling Shareholder or all of the shares offered
for sale by the Selling Shareholder for the purchase
price as set forth in paragraph 4 below.
4. Price. The price of any shares sold hereunder
shall be the book value of the stock at the end of the
preceding fiscal year, less any and all dividends paid
to the Shareholders prior to the effective date of
sale, plus income computed in accordance with the
Internal Revenue regulations generally requiring
allocation on a per share, per day basis. The book
value of the stock shall be determined in accordance
with the accounting methods and principles customarily
followed by the corporation. [Emphasis added.]
5. Effective Date. The effective date for the
determination of purchase price and transfer of stock
will be the earliest of (A) the date of death of the
Selling Shareholder * * * or (C) the date of notice of
desire to sell as herein defined. Except that for
purposes of (A) * * * above, if such date falls within
two and one-half (2-1/2) months following the end of a
fiscal year, the effective date will be two and one-
half (2-1/2) months after the end of that fiscal year.
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