For each triggering event, the shareholders` agreement should define how the transaction is to be carried out (purchase of shares by the other shareholders or by the company and subsequent cancellation), how the transaction price is determined and the terms of payment. The articles of association were adopted when P.C. was created in 1978, when it was a doctor-type practice with a single shareholder. In 2013, the founding owner sold the practice to four other doctors, including plaintiff Lynd, who left the practice a year later to care for her aiing mother in another state. The buy-sell provision was vague as to when the share to be repaid was to be valued. The agreement also did not state whether the book value should be used to value Ed`s shares, in accordance with the company`s tax return or annual accounts. The agreement does not take into account whether a minority discount should apply to Ed`s shares or whether his widow (or estate) would obtain a one-third stake at 100% of the company`s value. Nimkoff is a fight for the value of a 3.6% stake in a real estate holding company of LLC single assets owned by a group of doctors. The applicant is the wife and executor of one of the doctors whose death in 2004 led to LLC being required to acquire the interests of a deceased member on a “stated value” under the company agreement, which also provides for the annual update of the Stated Value. .

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