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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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