If someone wishes to liquidate, he/she is required to offer up his interest on a "right of first refusal basis," to the other co-owners on the board. As far as the value is concerned, the interest(s) for sale could be offered on the bst, in an "auction" format, with the market thereby determining the value. Liquidated shares could not be purchased by someone who already had a big enough piece, such that the acquisition(s) would put him/her over the 40% (or whatever's agreed upon), maximum ownership percentage threshold.
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