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clause does not tie a portion of the purchase price to the
covenant not to compete, and it does not create an ambiguity in
the purchase documents.
Third, BHC argues that, because the redemption agreement
fails to mention William Becker’s preferred stock, the purchase
documents are ambiguous. The redemption agreement refers only to
William Becker’s common stock and not to his preferred stock.
However, it is undisputed that the parties to the transaction
intended the purchase documents to cover all of William Becker’s
stock, not just the common stock, and in fact all of his stock
was redeemed. Additionally, the pledge and escrow agreement
supports the intention of the parties by referring to both
William Becker’s common stock and his preferred stock. The
failure of the redemption agreement to include explicitly William
Becker’s preferred stock does not render ambiguous the explicit
allocation of the entire $23.9 million of consideration to his
stock, both common and preferred.
Finally, BHC argues that the parties’ failure to obtain a
formal valuation of William Becker’s stock evinces ambiguity.
BHC’s argument is without merit. BHC and William Becker clearly
agreed that BHC would purchase William Becker’s stock for $23.9
million, which indicates that the parties themselves valued the
stock at $23.9 million. The absence of a third-party appraiser
does not render the purchase documents ambiguous.
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