Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 35

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          on decedent’s ability to transfer shares during his lifetime                
          because decedent could have caused the ESOP to consent.                     
               We note that the term “Shareholders” is initially defined in           
          the 1981 Agreement as decedent and Mr. Jennings, and thus would             
          exclude the ESOP.  If the term “Shareholders” were construed to             
          exclude the ESOP, then decedent would not have been required to             
          obtain the ESOP’s consent before making a lifetime transfer of              
          his BCC shares, and the Modified 1981 Agreement would fail to               
          satisfy the binding-during-life requirement.  However, the term             
          “Shareholders” was used later in section 3(a) of the 1981                   
          Agreement to denote persons other than decedent or Mr. Jennings,            
          who received shares directly from BCC or as transferees from                
          other shareholders, thus creating an ambiguity.  In construing              
          the 1981 Agreement, we must consider the agreement as a whole.              
          See Ga. Code Ann. sec. 13-2-2(4) (2001); Sachs v. Jones, 63                 
          S.E.2d 685 (Ga. Ct. App. 1951).  The agreement’s preamble                   
          contemplated additional shareholders and provided that one of the           
          purposes of the agreement was to ensure that such shareholders              
          “benefit from and be bound by” the agreement.  Construing the               
          1981 Agreement to allow lifetime transfers without the consent of           
          subsequent shareholders would thwart the agreement’s express                
          purpose of bestowing its benefits on all shareholders equally.              
          Consequently, we are persuaded that the term “Shareholders” was             

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