MOORE, Justice. Sonitrol Holding Company ("Sonitrol") appeals a decision of the Court of Chancery permitting an investor, Marceau Investissements
("Marceau"), to purchase 212,246 shares of Sonitrol Class B Stock as a consequence of Sonitrol's failure to achieve certain
financial results under an agreement with Marceau. We affirm that ruling. Marceau cross appeals from the trial court's order
permitting Sonitrol's chief executive officer, Harry S. Flemming ("Flemming"), to "put" certain Sonitrol stock owned by Flemming
back to Marceau. We conclude that Flemming's put right was cancelled under the agreement with Mareau because Sonitrol failed
to achieve certain net after tax earnings. Accordingly, we reverse as to that issue.