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Keeping Control Through Stock Restriction Agreements

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Stock Restriction Agreements symbolize the common purpose shared by stockholders in a company and the friction between the dual goals of wanting to find investors in, yet wanting to keep control of, a closely held corporation. The restrictions found in such agreement generally relate to the ability of a shareholder to transfer or sell his shares to those outside the company. Usually connected with larger-scale transactions such as mergers and acquisitions, these agreements limit a stockholder’s ownership rights in consideration for some service or financial compensation that is provided.

To ensure that control is maintained, sometimes a company will want to reserve the right to repurchase the shares that have been previously sold to outside investors. Here, the Company wants to reserve the right (but not obligation) to repurchase all or any portion of the Shares held by Investor X for a price per share equal to the Repurchase Price paid by cash, check, wire transfer, cancellation of indebtedness or some combination thereof. Thus, a company can coalesce the otherwise mutually exclusive goals of securing outside investment and ensuring control of the company’s day-to-day operations.

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Teenage College Student Commits Suicide as Audiences Virtually Watch

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Abraham Biggs was a 19-year-old student attending Broward college. Struggling within, he declared hatred for himself on a Web site, stating that he planned to die.

On a Web site for bodybuilders, Biggs posted a link to Justin.tv, a site that allows users to broadcast live videos from their webcams. With people watching and leaving written comments beside the “live show,” Biggs swallowed a bunch of pills and slowly went to sleep. According to a viewer, he appeared to be breathing for a few hours while others cracked jokes.

“Some members of his virtual audience encouraged him to do it, others tried to talk him out of it, and some discussed whether he was taking a dose big enough to kill himself,” said Wendy Crane, an investigator with the Broward County medical examiner’s office.

While some stated later that they did not take him seriously because he threatened suicide before, others notified the moderator of the bodybuilding site who traced Bigg’s location and called police.

Sidenote: Whenever someone mentions suicide…take it seriously each and every time! No matter what.

As police entered the room, the audience watched and continued to comment. Some said, “OMFG…(oh my God). Others wrote “LOL,” which means “laughing out loud.” Hopefully, they thought it wasn’t real. Hopefully.

An autopsy concluded Biggs died from a combination of opiates and benzodiazepine, prescribed to him for bipolar disorder.

“Abe, i still wish this was all a joke,” a friend wrote on the teenager’s MySpace page, which he described himself as a goodhearted guy who would always be available for his pals, no matter what time of day.

His father, Abraham Biggs is outraged and wants to know why no one did anything before it was too late.

Miami lawyer William Hill said there is probably nothing that could be done legally to those who watched and did not act.

Will the Web site be held responsible?

Hill said there doesn’t seem to be much of a case for negligence.

“There could conceivably be some liability if they knew this was happening and they had some ability to intervene and didn’t take action,” said Hill, who does business litigation and has represented a number of Internet-based clients. But “I think it would be a stretch.”

According to Biggs’ sister, the family is still trying to understand how this could have happened.

Popularity: 3% [?]

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