This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Know all men by these presents: That the undersigned, the owners of the number of shares of the capital stock of the A. 8. Company, a corporation organized and existing under the laws of ---------, set opposite their names, respectively, hereby agree, one with the other, to place and deposit their certificates evidencing the number of shares of said stock set opposite their respective names, with---------of---------, to be kept, held and possessed by C. D.
for and during a period of--------- years from and after ---------, 19-, upon the following terms and subject to the following restrictions, to-wit:
1. All certificates of said stock shall be endorsed in blank by the owners thereof prior to depositing the same as aforesaid, and the stock represented by the certificates so deposited shall, upon deposit as aforesaid, be pooled, and shall not be sold or in any manner disposed of, except as herein provided.
2. Each of the parties hereto does hereby promise and agree, one with the other, that if, during said period of --------- years, he desires to sell or dispose of his shares of stock so deposited and pooled, he will give notice in writing of such desire to all of the other parties hereto, whereupon all of said other parties hereto shall jointly have the option and right to purchase the same within --------- days after receipt of such notice for the price and upon the terms following, to wit: The amount to be paid for such shares under said option shall be the "book value" thereof at the time said notice is given, to wit: That proportionate value of the net assets of said corporation which the number of shares proposed to be sold bears to the entire issued capital stock of said corporation.
In determining the value of said net assets of the corporation, all patents or copyrights owned or held by the corporation and the good will of its business shall be excluded and not taken into consideration; all materials and stock, finished semi-finished and raw, shall be valued at the actual cost thereof with suitable allowance for depreciation; and the plant, machinery, equipment, fixtures and furnishings, and all accounts, claims, notes and choses in action receivable shall be valued at their true value in money. From the total of said property, valued as aforesaid, shall be deducted the total amount of the indebtedness of the corporation.
The terms of sale under said option shall be as follows: [insert terms].
3. It is mutually agreed that if all of the parties hereto, to whom any notice of a desire to sell is given as hereinbefore provided, shall be unwilling to join in a purchase under said option, that said option may be exercised by such of the parties as may desire so to do, who shall make such purchase under such option jointly; but each and every party hereto shall be entitled to participate in such purchase if he desire so to do.
4. Any and all stock purchased under the provisions of this agreement shall be owned jointly by the parties participating in its purchase; the same shall not be sold or disposed of except with the written consent of the parties owning eighty per cent. thereof, and all dividends on the same shall be paid to
---------, who shall distribute the same among the parties participating in its purchase.
6. This pool and agreement may be terminated at any time upon the unanimous consent of the parties hereto.
In witness whereof, etc.