Estate of H.A. True, Jr. - Page 285




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          owners’ preexisting ownership percentages in order to allow Jean            
          True and the True children (but not Dave True) to purchase                  
          additional shares from the company.  Similarly, Jean True waived            
          her purchase rights under the Rancho Verdad buy-sell agreement in           
          July 1983, when Dave True sold 8-percent interests to each of the           
          True children, thereby allowing them to enter that partnership.             
          Lastly, in October 1985, the True family waived their purchase              
          rights under the Toolpushers buy-sell agreement to allow the                
          trustee of the True Companies Employees’ Profit Sharing Trust               
          (Employees’ Trust) to sell its Toolpushers stock back to the                
          company.21                                                                  
              F.  Unique Provisions of White Stallion Buy-Sell Agreement              
              In July 1982, the original White Stallion buy-sell                      
          agreement, see supra p. 22, was amended to reflect the admission            
          as stockholders of Dave and Jean True’s children and Allen and              
          Cynthia True’s children.  While the White Stallion buy-sell                 
          agreement shared some of the common characteristics of other True           
          company agreements, it also contained certain unique provisions.            
          For example, under the provision entitled “Buy and Sell                     
          Agreement”, if a stockholder were to die, become legally                    
          disabled, or desire to sell all or part of his stock, the                   

               21Under the Nov. 20, 1976, Toolpushers Stockholders’                   
          Restrictive Agreement, Employees’ Trust was specifically exempted           
          from the buy-sell restrictions.  As a result, the October 1985              
          purchase price for Employees’ Trust’s shares was not limited to,            
          and in fact exceeded, book value.                                           





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