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Alumax stockholders; and (2) at each meeting of the Alumax
stockholders, or a class of those stockholders, the holders of a
majority of the outstanding shares of the Alumax common stock
entitled to vote, present in person or by proxy, constituted a
quorum. Throughout that period, at each meeting of the Alumax
stockholders, the Alumax stockholders were entitled to vote in
the aggregate (stockholder aggregate voting requirement), and not
by class, on all matters submitted to them (stockholder
nonrestricted matters) except certain stockholder restricted
matters discussed below, and the affirmative vote of a majority
of votes cast on the stockholder nonrestricted matters was
required to effect any stockholder action. However, (1) any
stockholder action on any stockholder nonrestricted matter was
not to take effect for 14 calendar days if it was taken over the
express objection of the Mitsui group--the holder of a majority
of the outstanding shares of the Alumax class B common stock, and
(2) any such stockholder action was not to take effect at all if,
as a result of the Mitsui group stockholders' objection and
certain other events discussed below, shares of the Alumax class
C common stock were purchased by the Mitsui group or converted at
the election of the Amax group stockholders into shares of the
Alumax class A common stock.
An affirmative vote of a majority of the outstanding shares
of each class of Alumax common stock, voting by class and not in
the aggregate (stockholder class voting requirement), was re-
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