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remaining members of his group (Allen True’s family comprised
group 1, and Dave True’s family comprised group 2) were obligated
to purchase the stock on a pro rata basis. The stockholder, his
heirs, and trustees, etc., were likewise obligated to sell to
those group members. Similar to the other True companies’ buy-
sell agreements, the purchase price reflected the transferred
shares’ book value at the end of the preceding fiscal year, less
dividends paid within 2-1/2 months of such fiscal yearend.
An additional restriction, found only in White Stallion’s
buy-sell agreement, provided:
13. First Right of Refusal. If the Shareholders
holding 100% of the stock held in either Group 1 or
Group 2, above, desire to transfer by lifetime sale all
of the interests held by Shareholders comprising that
group (hereinafter “Selling Group”) to someone other
than the Shareholders comprising the other group
(hereinafter “Nonselling Group”), the Selling Group
shall not do so without first offering in writing to
sell such interests to the Shareholders comprising the
Nonselling Group on the same terms and conditions as
any bona fide offer received (in writing) by the
Selling Group for its interests. The Nonselling Group
shall have thirty (30) days from the date the written
offer and proof of the bona fide offer are mailed to
the Nonselling Group within which to accept such offer
in writing. Each Shareholder comprising the Nonselling
Group shall have the right to purchase the Selling
Group’s interest, in the ratio that his or her stock
bears to the total stock held by the Nonselling Group.
If a Shareholder in the Nonselling Group declines to
exercise his or her rights to purchase a portion of the
Selling Group’s stock interest, the remaining
Shareholders comprising the Nonselling Group desiring
to purchase such portion shall have an additional
fifteen (15) days to do so in the ratio that their
stock ownership bears to the total stock ownership of
the Shareholders comprising the Nonselling Group
exercising such right to purchase.
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