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stockholders (i.e., Mr. Stanford, Mr. Whitehead, Mr. Watson, and
Mr. Buchner).7
With respect to any disposition of Burien Nissan stock by
any minority stockholder, the September 1, 1990 stockholders’
agreement incorporated by reference the provision in the May 25,
1990 stock purchase agreement which stated that no minority
stockholder was to “sell, assign, transfer, exchange, or other-
wise dispose of, or grant any option with respect to” any Burien
Nissan stock owned by him without the prior written consent of
Mr. Johnston and Jacque Johnston.
With respect to any disposition of Burien Nissan stock by a
minority stockholder to a third party, in addition to the forego-
ing restriction requiring the prior written consent of Mr.
Johnston and Jacque Johnston, the September 1, 1990 stockholders’
agreement did not permit any minority stockholder to sell less
than all of his Burien Nissan stock to a third party. That
agreement permitted a minority stockholder to sell all of his
7The September 1, 1990 stockholders’ agreement also set
forth certain restrictions on the transfer by Mr. Johnston and
Jacque Johnston of the 61,200 remaining Johnston shares of Burien
Nissan stock. That agreement precluded Mr. Johnston and Jacque
Johnston from voluntarily transferring any of the 61,200 remain-
ing Johnston shares unless any such transfer was: (1) To a
member or members of their immediate family for estate planning
purposes or (2) with the prior written consent of Mr. Stanford.
The September 1, 1990 stockholders’ agreement further provided
that any transfer by Mr. Johnston and Jacque Johnston of the
61,200 remaining Johnston shares was to be subject to Burien
Nissan’s option to purchase those shares as set forth in the May
25, 1990 stock purchase agreement.
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Last modified: May 25, 2011