OPINION
JANE B. STRANCH, Circuit Judge.
This appeal grows out of a claim by Plaintiffs Bruce and Les Kepley, shareholders in A Technological Advantage, Inc. (ATA), that Defendant Gerald Lanz's threat to sell his restricted share in ATA stock to one of its competitors was an anticipatory breach of their Investors Rights Agreement (IRA). The Kepleys sued in state court, alleging that Lanz's threat forced them to sell their shares of stock at a price lower...
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