§ 17-17-112 — Share transfer after first refusal by corporation

(a) A person desiring to transfer shares of a statutory
close corporation subject to the transfer prohibition of W.S.
17-17-111 must first offer them to the corporation by obtaining
an offer to purchase the shares for cash from a third person who
is eligible to purchase the shares under subsection (b) of this
section. The offer by the third person must be in writing and
state the offeror's name and address, the number and class, or
series, of shares offered, the offering price per share, and the
other terms of the offer.
(b) A third person is eligible to purchase the shares if:
(i) He is eligible to become a qualified shareholder
under any federal or state tax statute the corporation has
adopted and he agrees in writing not to terminate his
qualification without the approval of the remaining
shareholders; and
(ii) His purchase of the shares will not impose a
personal holding company tax or similar federal or state penalty
tax on the corporation.
(c) The person desiring to transfer shares shall deliver
the offer to the corporation, and by doing so offers to sell the
shares to the corporation on the terms of the offer. Within
twenty (20) days after the corporation receives the offer, the
corporation shall call a special shareholders' meeting, to be
held not more than forty (40) days after the call, to decide
whether the corporation should purchase all, but not less than
all, of the offered shares. The offer must be approved by the
affirmative vote of the holders of a majority of votes entitled
to be cast at the meeting, excluding votes in respect of the
shares covered by the offer.
(d) The corporation must deliver to the offering
shareholder written notice of acceptance within seventy-five
(75) days after receiving the offer or the offer is rejected.
If the corporation makes a counteroffer, the shareholder must
deliver to the corporation written notice of acceptance within
fifteen (15) days after receiving the counteroffer or the
counteroffer is rejected. If the corporation accepts the
original offer or the shareholder accepts the corporation's
counteroffer, the shareholder shall deliver to the corporation
duly endorsed certificates for the shares, or instruct the
corporation in writing to transfer the shares if uncertificated,
within twenty (20) days after the effective date of the notice
of acceptance. The corporation may specifically enforce the
shareholder's delivery or instruction obligation under this
subsection.
(e) A corporation accepting an offer to purchase shares
under this section may allocate some or all of the shares to one
(1) or more of its shareholders or to other persons if all the
shareholders voting in favor of the purchase approve the
allocation. If the corporation has more than one (1) class or
series of shares, however, the remaining holders of the class or
series of shares being purchased are entitled to a first option
to purchase the shares not purchased by the corporation in
proportion to their shareholdings or in some other proportion
agreed to by all the shareholders participating in the purchase.
(f) If an offer to purchase shares under this section is
rejected, the offering shareholder, for a period of one hundred
twenty (120) days after the corporation received his offer, is
entitled to transfer to the third person offeror all, but not
less than all, of the offered shares in accordance with the
terms of his offer to the corporation.