The URL can be used to link to this page

Home My WebLink About12-24-08 (6)-~ IN RE: ESTATE OF IN THE COURT OI~ COMMON PLEAS OF ROBERT M. MUMMA, CUMBERLAND COUNTY, PENNSYLVANIA Deceased : ORPHAN'S COURT DIVISION N0.21-86-398 PRAECIPE TO THE CLERK OF THE ORPHANS' COURT: Please make the attached corporate records of Lebanon Rock, Inc;. (undated - a copy of a share restrictive agreement template from High-Spec, Inc.) part of the record in this matter and as same pertains to the pending Motion for Disqualification of the Estate counsel. BY: .~ ~C~GG:~zc~~c~~r Robert M.1V[umma, II Box F Grantham, PA 17027 (717) 612-9'20 PROSE DATE: December 24, 2008 .... CERTIFICATE OF SERVICE I, Robert M. Mumma, II, pro se, do hereby certify that I caused a copy of the foregoing Praecipe to be served this date by U.S. Mail, first class, postage prepaid, addressed to: George B. Faller, Jr., Esquire No V. Otto, III, Esquire Martson Law Offices 10 East High Street Carlisle, PA 17013 Brady Green, Esquire Morgan, Lewis & Bockius, LLP 1701 Market Street Philadelphia, PA 19103-2921 Ralph Jacobs, Esquire 1515 Market Street -Suite 705 Philadelphia, PA 19102 Linda Mumma Roth PO Box 480 Mechanicsburg, PA 17055 Joseph D. Buckley, Esquire Court-Appointed Auditor 1237 Holly Pike Carlisle, PA 17013 ° f DATE: December 24, 2008 BY: ~~" ~'~~ ~ ~ ~4~ ~ ~ ! ~ '. ~!f ~°~? ~/ ,_;> Robert M. Mumma, II Box F Grantham, P.A 17027 717 - 612 - !720 PRO SE /a4: ~.~ ~. SHARE RESTRICTIVE 11GREEME;NT ~fC7uos.' .PQONC /~cac. ~i a,vSyKVq,~.' ARTICLES OF l1GREEMENT, made and entered! nto this day of 1985, by and between each of tk~ followlnq ~!- ~rE~a.~c• Rec« gam"- INC'- a corporation of the State of with an office -, -s~~~~--ems L. -' ----! --~1,. - --r =~..~-mot.. -- _-- - - - Dauphin, Pennsylvania, hereinafter referred togas^the~s "Corporation" , and ROBERT M. MUI~II+iJ1 and ROBERT M. MUI+Q+IA, IIJ j rvc,i..y sa+ va vas ineiQAOlaCri G7t tSSYII- ~ ~_/S~riVG'<. ---- -~~ e~e~naf-ter=-LrO-l-rl~Z`~iV~~/ "re EtrE -- -_ _.1~C}-~~~f~nTae~sn_r __ ___ _= - - - _ _ __- - _. - -- - - --DTI T-N~~E-T'H-: _ _ -- -- -_ - WHEREAS, in order to better assure con_rinuation of co~et_e_nt - - -- ~artagams:rrt -af~ha~ Car~ogttion; the parties f~ereto desire by this agreement to accomplish this purpose by rest:rictinq the disposi- tion of the Corporation's shares of stock. NOW, THEREFORE „ with the intent to be legally bound hereby, the partite hereto being the Corporation anc! the Shareholders agree as follows: 1. ALL SHARES AFFECTED. That each anc! every share of this Corporation heretofore issued or which may be hereafter issued is and shall be held, owned and transferred subject to all the terms, conditions, covenants, rights and privileges herein con- tained. 2. TO WHOM SHARES M71Y BE TRANSFERRED. All shares heretofore issued or which may bs hereafter issued may be transferred by or through a Shareholder only under the provisions and subject to the conditions of this Agreement. 3. ORDER IN WHICH SHARES MUST 8E OFFERED FOR TRANSFER. a. Corporation. In the event that: a Shareholder shall desire to transfer all or any of his shares in the Corporation, such Shareholder shall first offer said sha~:es for sale in writ- ing by registered or certified mail to the corporation at a price determined as hereinafter provided. The Corporation shall have the privilege within thirty (301 days from I:he date of the mail- ing of said offer to it by said Shareholder to purchase all or any portion of the shares so offered. Acceptance by the Corpora- tion shall be signified in writing sent by registered oz certi- fied mail to the offeror, which acceptance ache!! be accompanied by the down payment as is hereinafter provided in this 1-greemenc. b. Shareholders. If the Corporation !ails within the thirty l30) day period to signify its desire to purchase all or any of the shares so offered, the shares not purchased by the Corporation shall then be offered by said Shareholder in writing i PlAIM1FF' r ~~a~t 7 sent by registered or csrtified mail to the other Shareholder oz Shareholders then of record, individually and severally and not jointly and prorated in accordance with their then existing share holdings if there be more than one Shareholdes receivtnq the said offer. The price of the shares so offered shall be detenained as provided hereinafter in this 1lgreement. Upon receipt of said registered or certified notice, the Shareholder shall within thirty_ 30 days thereafter purchase from tt~s Shareholder so c he is entitled and shall make payment thereof to the Shareholder -- - -------- ac n -~ - er-s_-a~ _ _ ___ __ e_~-Right~n Sell men ethers-1!ailr-to~urchass.--As--the --..- sale to the other Shareholder or Shareholders is mandatory, there shall exist in each Shareholder no sight to sell to any other than the Corporation or the Shareholder or Shareholders in accor- dance with the terms of this Agreement. d. Fractional Shases. If prorating results in fractional shares, the shares shall not be offered as fractional shares but shall be offered as whole shares more equitably to the Shareholders in accordance with the number Hof shares held by them. e. Time in which to Make Consecutive Offers. Whenever a further offer to sell must be made in accordance with the pro- visions of this Article, such offer must be made within twenty (20 ) days after the expiration of the time •of acceptance of the preceding offer to sell. Upon a breach of this condition, the offeror shall be deemed conclusively to have abandoned his desire to sell such shares and if he continues in '.his desire to sell such shares, he shall be required to start anew to offer said shares to the Corporation. and to the other Shareholders in the same order and by the same method and intervals of time as here- inabove provided, and at a price determined in the manner herein- after sat forth. ~. TR~-NSFER OF SHARES UPON DEATH OF SHAREHOLDER. In the event of the death of any Shareholder, it is agreed that all of the shares of the Corporation held by such decedent at the time of his death shall be sold in the same manner as provided in Sec- tion 3 of this 1-greement in that the personal representative of the decedent shall first offer, within sixty (60) days after his qualification as such personal representative, the shares owned by the decedent to the Corporation and if the Cosporation does not purchase such shares as provided in Section 3 of this A~ree- ment, then the personal representative shall thereupon offer such shares pro .rata to the other Shareholder or Shareholders of this Corporation who hereby agree individually t:o purchase such shares in the manner as provided in paragraph 3 hereof. -2- In the event the offer is not made within said sixty t60) day period as herein provided, it shall be deemed ipso facto to be made at the end of said sixty t60) day period and if, within thirty l30) days thereafter, the Corporation does not request delivery of the shares to it for purchase, the Share- ----- holders shall enforce delivery of such shares of the deceased shareholder pro rata to them, upon compliance of the Shareholders of the ~ern+: and Ccn i~ions ct nt ___ _ - 5.- METHOD-OF-DETERMINING-BAKE Ji1ND P7kYMFI~IT. chasa_-~Pr--ice,~---~~ia~p~iee---o-i~---~h~--she-rer-of-f~-red-Afor=~-,-,---~_- I -- -- _ -'-_-- puz _- -- -- -- n c a o t s areement pre -axing of tna first otter oy the share- holder under 1lrticl: 3 of this l-greement or~ the date of the de- r~waew of !hw ehsrwhnl Awr ~a :»,+1, hnr.l, .+. t..~, .~~._~-_~et~~~}t~-- by the then certified public accountants o!' the Corporation. No allowance will be made or given for good will or any other intan- gible values. The book valuation as determined shall be final and conclusive and not subject to appeal. b. Method of Payment. The payment: for the stock pur- chased under either J-rticle 3 or 1-rticle 4 of this 1lgreement shall be twenty-fiva t25~) percent with the acceptance of the offer and the purchaser shall secure sevene:y-five t?5~) percent of the sales price by a negotiable collateral note payable in three (3) equal annual installments, with t:he right of the purchaser to anticipate any and all payments both as to time and amount without penalty or premium. Said rota shall bear interest at the rate of tan (101) percent per annum and shall be secured by all of the stock purchased. ~-s payments are made, a proportionate amount of the shares shall be seleased to the pur- chaser. Said note shall provide that upon the failure to pay any installment of the principal or interest at maturity, after sixty t60) days written notice thereof sent by registered or certified mail to the purchaser, and said default shall not be cured within said sixty l60) day period. the holder of said note shall have the right to declare the whole of the unpajld principal and inter- est immediately due and payable and proceec! against the said stock held as collateral by selling it to t:he Corporation and the other Shareholders in the same order and b!r the same method and intervals of time as hereinabove provided and at a price deter- mined by the same method as hereinbefore provided in this 1-rticle. The purchaser in default shall be liable for any amount of the unpaid balance of the principal and interest not realized by the subsequent sales, but should there ;be an excess, the same shall be paid to the pV~rchaser. c. Rights of a purchaser. During the time the seller retains the stock as security and immediately upon the payment of the first twenty-fiva (251) percent, the purchaser shall be enti- tled to vote all of the stock purchased, receive all dividends l3- payable thereon, and in every respect to en;yoy the rights of a selles, except as to the lien rights of the unpaid seller as pro- vided in this 7lrticle. 6. PERSONS HOUND BY THIS l-GREEMENT. a. Binding Effect of 7-greement. 'The parties hereto in- tend to be legally bound by the terms of this Agreement ind ~~ti , ages erein contained _shallb_ind_=~ach_of.the _parties hereto-r-their heirs, - --- --- executors, administrators, successors and a:sicn:. and al:e •n~~ _- _ -_ e -- _ - Corporation in the hands of any persons who:msoevez shall at all times be subject to all of the provisions o :+~r- n t e event of any transfer of shares each and all of the terms, conditions, covenants, rights and privileges herein contained shall immediately attach to and bind said shares in the hands of the transferee. c. In the event this Corporation sh:11 sell or transfer any unissued shares to any person not an individual party to this Agreement, either individual or corporate, it shall be done only after or simultaneously therewith, the person who shall receive said shares shall endorse his oz their acceptance upon this J~greement and thereupon shall become a party to this Agreement as to those shares which were issued to him as though he were an original subscriber hereto. d. In the event any Shareholder hereto should desire to transfer, by gift, sale or otherwise, any of the shares of the Corporation so held by him to any immediate member of his family by inter vivos transaction and a separate instrument in writing the consent thereto by all of the other Shareholders of this Cor- poration shall be obtained, and upon receipt of such written consent, the consent shall be attached hereto and made a part hereof, and said transfer shall then be permitted hereunder upon the compliance by said recipient or purchaser of the provisions of Paragraph 6(c1 of this Agreement so that said family member Shareholder shall become a party hereto. 7. RESOLUTION TO ENDORSE THIS AGREEMENT. A suitable reso- lution shall be adopted and kept in force by the Corporation to make this Agreement effective. 8. REQUIREMENTS PRECEDING TRAI+ISFER OF' SHARES. a. Record of Transfers. Transfers of shares shall be made only upon the books of the Corporation and before a new cer- tificate is issued the old certificate must: be surrendered for cancellation. -4- b. Rights 1lgainst Transferees. No shares shall be transferred upon the books of the Corporation, nor shall any sale or transfer or other disposition thereof be effective unless and until all the terms and conditions of this 1greement are first complied with, and in case of violation of this 7lgzeement by the attemQted transfer of shares without comolia:~~• W+eh the terms hereof, the person or persons shall have the right to compel the holder or transferee to transfer and deliver such shares in iCtOr ~ - - - - -- --- -------- --- na ve--prow a --- - -- _-- __---- -- -- a es s a l read as to t1~tn.~M ~ ~ •~~w~~~~~~-.1~ _-- ~r~-r~- a~.~0i~iTl~.a with the terms of the Agreement between the Corporation and Shareholders, dated , 1985, now on file with the Corporat on, and upon proof of compliance therewith." The parties hereto hereby authorize the Secretary of Corporation to endorse said certificates as above provided. 10. NOTICES. 1111 notices hereby provided for shall be given by registered or certified mail addressed to tha party entitled thereto at his last address appearing on the books of Drivers, Znc. at the time any such notice shall be given. 11. DEFINITIONS. a. The word "transfer" as used in this Agreement shall include, but not be limited to, the following meanings: sell, assign, hypothecate, pledge, encumber or otherwise dispose of, either during the lifetime of the 5h:reholde:r, or after his death. b. words used in th• singular sha].1 include the plural, and the plural the singular. Words used in the masculine gender shall include the feminine and neuter. 12. CORPORJ-TE 11UTHOAITY. This Agreement is executed by the Corporation pursuant to a resolution by the Board of Directors of th• Corporation passed at a duly held meeting of such Board of Directors on 1985. The :came resolution was duly adopted at a meeting o the Shareholders of the Corporation held on the same date and following the meeting of the Board of Directors. 13. J-MENDMENT. This 1greement may be altered, amended or terminated by a writing signed by the Corporation and all of the -5- Shareholders and this J-greement shall terminate upon the death of all of the Shareholders simultaneously or within a period of thirty 1301 days. ZN WITNESS WHEREOF, the Shareholders have hereunto set their hands and seals and the Corporation has caused these presents to ___Lte_sxecuted~y_ is president,_und~r the Boaz~i~f___Qir_ect~s_, _ __ attested to by its Secretary and its common and corporate seal hereunto affixed, the day and year first above written. i~`~ ._ ~. " ------ __ (SEAL1 fl ~~.~_ Shareholdler (SEa-L f Robert I+l.. Mumma , I I Shareholder -6-