- 18 -
removal.
The class B stockholders were entitled to appoint no more
than two observers at each Alumax board meeting. Notices of
meetings of the Alumax board were sent to those observers who
were permitted to attend and participate in all discussions, but
not vote, at those meetings.
Throughout any period during which any Alumax class C common
stock was outstanding, (1) each of the two class B directors had
one vote and each of the four class C directors had two votes on
each matter submitted to the Alumax board for a vote, and (2) a
majority of the total number of directors constituted a quorum.
Throughout that period, at each meeting of the Alumax board, the
Alumax directors were entitled to vote in the aggregate (director
aggregate voting requirement), and not by class, on all matters
submitted to them (director nonrestricted matters) except certain
director restricted matters discussed below, and the affirmative
vote of a majority of votes cast on the director nonrestricted
matters by the directors present and voting at a meeting at which
a quorum was present and voting was required to effect any board
action. However, (1) any board action on any director
nonrestricted matter was not to take effect for 14 calendar days
if it was taken over the express objection of any class B direc-
tor, and (2) any such board action was not to take effect at all
if, as a result of that class B director's objection and certain
other events discussed below, shares of the Alumax class C common
Page: Previous 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 NextLast modified: May 25, 2011