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ment.7 The Mitsui group's rights were triggered at anytime on or
before December 31, 1988, by the occurrence of any of certain
specified events (specified events) that could have jeopardized
the investment of that group in Alumax.8 One of the specified
events that would trigger those rights was the following:
The Directors or stockholders of Alumax * * * take any
action over the express objections of any Class B
Director or the holder or holders of a majority of the
outstanding shares of Class B Common Stock [viz., the
Mitsui group], respectively, and within 14 calendar
days after the taking of such action the Board of
Directors of Mitsui Japan (or, if Mitsui Japan does not
then own any shares of Class B Common Stock of Alumax,
the Board of Directors of Mitsui U.S.A.) * * * re-
view[s] such action and * * * adopt[s] a resolution
stating that it has determined that such action could
have a material and adverse impact on the value of such
stockholder's stockholding in Alumax if it were to
become effective.
If the resolution referred to in the foregoing provision were
adopted, the action of the Alumax board to which a class B
director objected or the action of the Alumax stockholders to
which the Mitsui group stockholders objected would not become
effective unless (1) Amax challenged the determination by the
board of directors of Mitsui Japan or Mitsui USA that such an
action could have a material and adverse impact on its investment
in Alumax by notifying the Mitsui group of its challenge within 5
7 Although Nippon Steel held 25 shares of the Alumax class B
common stock, the 1984 stockholders agreement did not grant
Nippon Steel rights similar to those granted to the Mitsui group.
8 The Mitsui group's rights could be exercised by the Mitsui
group at anytime after Dec. 31, 1988, without the occurrence of
any of the specified events.
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