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6. Termination. This agreement shall remain in
force until death of the survivor of the Shareholders
* * * and shall then terminate.
Before the 1984 amendments, the book value price
formula in the corporate buy-sell agreements was different.
Formerly, the price was computed by taking the stock’s book value
at the end of the preceding fiscal year less dividends paid
within 2-1/2 months immediately following the fiscal yearend.
Furthermore, there was no reference to a per share, per day
allocation of income before the 1984 amendments.
The partnership buy-sell agreements, as amended and restated
by the 1984 amendments, included substantively identical
provisions to those cited above. However, the following
modifications, which were unique to partnerships, were included:
20. Price. The price of any partnership interest
or portion thereof shall be the book value of the
Selling Partner’s capital account as of the close of
business of the day immediately preceding the sales
event. The book value of such capital account shall be
determined in accordance with the accounting methods
and principles customarily followed by the partnership,
and in accordance with the Internal Revenue Code and
appropriate regulations relating to the determination
of the Partner’s distributive share of income, expenses
and other partnership items. [Emphasis added.]
21. Effective Date. The effective date for the
transfer of partnership interest shall be the date of
death of a Partner, * * * or the date of an event
requiring a mandatory sale and purchase.
22. Termination of Partnership. The partnership
shall continue in business and shall not be terminated
unless the holders of 50% or more of the total interest
in partnership capital and profits sell their interests
within the same year as provided herein, or unless all
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