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HomeMy WebLinkAbout0980 / ; , , ~ , ~ , . • , ~ . ~ . ~ . . Bu~iness Cambination Bhall require the affirma- tive votr of at least 6b-2/3~ of the coiabi~~e~' votinc po~~er rf i:re then-outstandir.g ehares of all classes and ser3.es of stock oF the Corpora- tion encitled to vote on the matter ("Votir~g Stock"), voting together as a aingle class. Such affirmative vote shall be required notwith- standing the fact that no vote may be required, ar that a les3er percentaae ~aay otherwise be ~ : applicable, by law or in any agreement vith any national securities exchange or otherWise. ~ € 3. The By-laws of GENMAR, as irt effect immediately prior ~ to the 1Kerqer, shall be the By-laws of the Surviving Corpora- ~ tion and therafter shall eontinue~to be it~ By-laws until amer.d~n a~ provided therein aad under the laws oi thE State of ~ Delaware. ~ ' ~ ~ = 4. The direetors of GENMAR i~ office immediately prior ~ ~o the ti~e of the Merger shall be the directors of the Sur- ~ viving Corporation and tt~e persor~s who are officers of GENMAR ~ ~ immediately prior to the time of the yerqer shall continue as ~ officers of the Surviving Corporation and shall hold sueh of- ~ ~ f ices as provided in the By-laws of the Surviving Corporation.- ~ ~ f 5. Each issued and out.standing share of Common Stock of ~ WELLCRAFT ~hall be converted into and exchanged for 25,207.2 : validly issued, f~lly paid and non-assessable shares of Common F Stock of the Surviving Corgoration. t ° .6. Each issued and outstandfng strar~ oF Common .Stock of ~ LUND shall be converted.into and exchanged for 7.4078385 ~ validly issued, fully paid mnd non-a~sessab~.e shares of Conunon ~ ~ Stock of th~ Surviving Corporation. ~ E Each issued and outstanding share of Conuno~ Stock of ~ MINNE~'ONKA shall be converted into and exchanqed for 61.6G3608 validly issued, fully paid and non-assessable shares of Common Stock of the Survivinq Corporation. ~ _ 8.- Each issued and outstanding share of Common Stock of GENMAR shall remain validly issu~d, fully paid and non- r~ assessable and the total number of issued and outstanding ~ shares cf Common Stock of GENMAK shall be 25,207,x00 aft~r ~he ~ Merger. . . , ~ ~ 9. In the event that this Merger Agreement shall be duly adopted and approved on behalf of each of the Co~stituent . -3- ' ~ °soo~570 pac~ 98O . ~ - - - - - ;