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Burien Nissan stock to a third party only if he first offered
such stock to the other minority stockholders, who had a right of
first refusal to purchase such stock in proportion to their stock
ownership in Burien Nissan.
In the event of a violation of any of the foregoing restric-
tions on the disposition of Burien Nissan stock, the September 1,
1990 stockholders’ agreement provided:
Any attempt to transfer Shares in violation of this
Agreement, or any involuntary or other purported trans-
fer other than as provided in this Agreement, shall be
void. If any Shares or transfer documents are pre-
sented to the Corporation to effect such attempted
transfer, the Shareholder who owns such Shares shall
immediately be deemed to be Terminated * * * and such
Termination shall trigger the purchase rights of the
other Shareholder[s] set forth in Section 3. * * *
The purchase rights set forth in Section 3 of the September
1, 1990 stockholders’ agreement that were triggered upon a
violation by a minority stockholder of any of the restrictions
set forth in that agreement regarding the disposition by a
minority stockholder of such stockholder’s Burien Nissan stock
were that Burien Nissan, the other minority stockholders, and Mr.
Johnston and Jacque Johnston, in that order, had a right of first
refusal to purchase all of the stock of a terminated minority
stockholder.
The September 1, 1990 stockholders’ agreement further
required that the restrictions set forth in that agreement be
reflected in an endorsement (endorsement) to appear on all Burien
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Last modified: May 25, 2011