Any other corporate document which also may include

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any other Corporate document which also may include buy-sell provisions; and WHEREAS , it is also the intent of the Corporation and the Shareholders to provide funding of the death and disability purchase obligations of this Agreement through acquisition and maintenance of life and disability buy-out insurance as a source of funds for all or a substantial portion of the purchase price to complete a purchase and sale under the terms of this Agreement. BB10992-01 02/2015 2
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NOW, THEREFORE , in consideration of the mutual covenants to buy and sell and the performance thereof expressed herein by the parties, each of the Shareholders does hereby bind himself/herself, his/her heirs, executors, administrators and assigns, and the Corporation does hereby bind itself and its successors, and all hereto agree as follows: 1. RESTRICTION ON STOCK TRANSFER. No Shareholder shall gift, sell, assign, transfer, pledge or dispose of any of his/her respective stock in the Corporation by sale or otherwise, except as provided in this Agreement. Any transfer in violation of this, or any other provision of this Agreement, shall be null and void. 2. SALE DURING LIFETIME TO A NON-SHAREHOLDER. A. In the event a Shareholder receives a bona fide offer from a third party to purchase his/her shares, and the Shareholder desires to accept such offer, the Shareholder shall give written notice to the Corporation and other Shareholder(s) of the price and terms of the proposed purchase. Such written notice shall be deemed an offer by the transferring Shareholder to sell to the Corporation (first option to purchase), and then to the other Shareholder(s) (second option to purchase), at the price and terms provided in Articles 7 and 8 of this Agreement. B. If the offer to sell has been rejected or has not been accepted by the Corporation within _____ days after the offer was made, then each remaining Shareholder shall have the right to purchase such portion of the remaining stock offered for sale as the number of shares owned by each Shareholder bears to the total number of shares owned by all Shareholders, exclusive of the shares owned by the offering Shareholder. C. If a Shareholder(s) waives his/her right to purchase a portion of the shares, the other Shareholders who exercise their right to purchase a portion of the shares shall have the right to purchase the shares over which the right to purchase has been waived in such proportion as the number of shares owned by each Shareholder exercising his/her right to purchase bears to the total number of shares owned by all Shareholders exercising their right to purchase. D. If the Corporation or Shareholders or some combination of them do not exercise their right to purchase all of the stock offered for sale within ____ days after the initial offer is made, then the Shareholder desiring to sell shall have the right to sell to such other person, entity, or institution; provided, however, that the purchase price shall not be less than that established under this Agreement without first offering it to the Corporation, and then to the other Shareholder(s), at such lesser price, following the procedure outlined above.
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  • Summer '17
  • allen dasu
  • Corporation

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