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quired (1) to amend, modify, or repeal the 1984 restated certifi-
cate of incorporation; (2) to make, amend, or repeal the bylaws
(1984 bylaws); and (3) to effect any stockholder action on the
following matters (stockholder restricted matters) throughout the
period during which any Alumax class C common stock was outstand-
ing:
(a) A merger of Alumax;
(b) an acquisition or a disposition of any material asset
(i.e., an asset which had, or would have upon acquisition, an
aggregate net book value on Alumax' books equal to at least 5
percent of its net worth as shown in its consolidated balance
sheet, prepared in accordance with generally accepted accounting
principles subject to modification to reflect Alumax and its
subsidiaries as a consolidated group separate from the Amax
group) (material asset);
(c) a partial or complete liquidation or dissolution of
Alumax;
(d) a capital appropriation or an asset disposition request
of $30 million or more;
(e) the election or any other selection or dismissal of any
chief executive officer of Alumax (CEO);
(f) any transaction involving Alumax and any affiliate of
Alumax (i.e., any stockholder of Alumax, any holder of a 20
percent or greater equity interest in such a stockholder, or any
entity in which any of the foregoing persons held a 20 percent or
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