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business days of its receipt of a notice that such a resolution
had been adopted, and (2) Amax was successful in its challenge.
If Amax timely provided the requisite notice of its challenge, a
panel of three arbitrators (panel), each of whom was named in the
1984 stockholders agreement, was to determine by majority vote
within 14 calendar days of that notice whether any action of the
Alumax board to which a class B director objected or any action
of the Alumax stockholders to which the Mitsui group stockholders
objected could have a material and adverse impact on the value of
the Mitsui group's stock in Alumax if it were to become effec-
tive.
If the panel were to decide that Amax' challenge was suc-
cessful, the action of the Alumax board to which the class B
director objected or the action of the Alumax stockholders to
which the Mitsui group stockholders objected would become effec-
tive immediately, and the Mitsui group would not have the right
to purchase any shares of the Alumax class C common stock.
However, if for any reason the panel were not to reach a decision
on Amax' challenge within the prescribed 14-day period, it would
be deemed to have decided that Amax' challenge was unsuccessful.
If the panel were deemed to have decided or were to decide that
Amax' challenge was unsuccessful, 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, and the Mitsui group would have the
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