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right to purchase between 51 and 100 percent of the outstanding
shares of the Alumax class C common stock from Amax and/or its
subsidiaries at a price equal to 50 percent of the stockholder's
equity attributable to that stock (Mitsui's purchase right). In
the event that the Mitsui group were to exercise the right to
purchase some or all of the Alumax class C common stock, the Amax
group stockholders would have the right to prevent such purchase
and to convert 100 percent of the Alumax class C common stock
into the Alumax class A common stock which was to have the same
rights as the class A common stock had prior to the 1984 restruc-
turing (Amax' conversion right).9 In the event that the Amax
group stockholders were to exercise that conversion right, the
Mitsui group would no longer have the right to purchase any of
the Alumax class C common stock held by Amax and/or its subsid-
iaries. (We shall refer to the provisions in the 1984 stockhold-
ers agreement and in the 1984 restated certificate of incorpora-
tion relating to the rights granted to the Mitsui group with
respect to actions of the Alumax board and the Alumax stockhold-
ers that the Mitsui group determined could have a material and
adverse effect on its investment in Alumax as the objectionable
action provision.)
The remaining specified events that would trigger the Mitsui
9 The Amax group stockholders had the right to exercise Amax'
conversion right at any time after Dec. 31, 1988, without any
prior action by the Mitsui group.
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