17-17-111 must first offer them to the corporation by obtaining

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.

17-17-113. Attempted share transfer in breach of prohibition.

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

(b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by W.S. 17-17-110 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation must give the transferee written notice within thirty (30) days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.

17-17-114. Compulsory purchase of shares after death of shareholder.

(a) This section, and W.S. 17-17-115 through 17-17-117, apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the personal representative of the estate or the surviving joint tenant of a deceased shareholder may require the corporation to purchase or cause to be purchased all, but not less than all, of the decedent's shares or jointly owned shares or to be dissolved.

(b) The provisions of W.S. 17-17-115 through 17-17-117 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(c) An amendment to the articles of incorporation to provide for application of W.S. 17-17-115 through 17-17-117, or to modify or delete the provisions of these sections, must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds (2/3) of the subscribers for shares, if any, or, if none, by all of the incorporators.

(d) A shareholder who votes against an amendment to modify or delete the provisions of W.S. 17-17-115 through 17-17-117 is entitled to dissenters' rights under W.S. 17-16-1301 through