12
C-6). Thus, from 1976 to 1980, OVS-Del. used $9,155,670 of its
corporate reserves to pay dividends and to repurchase stock.
8. 1980 Shareholder Agreements
On October 24, 1980, the OVS-Del. shareholders merged OVS-
Del. into the Cincinnati Bengals, Inc. The Bengals were the
surviving corporation. Also on that date, the Bengals'
shareholders entered into a 10-year irrevocable voting trust
agreement which provided in part as follows: (a) Paul Brown was
appointed the sole voting trustee; (b) if he died, resigned, or
became incapacitated, Mike Brown would be the successor trustee;
(c) if Mike Brown died, resigned, or became incapacitated while
serving as successor trustee, the voting trust would terminate;
(d) the trustee could, subject to the provisions of the 1980
voting trust, exercise all shareholders' rights and powers in all
common stock (including the right to mortgage or pledge all or
part of the property of the Bengals); (e) the trustee had no
authority to sell, pledge, mortgage, or place a lien or charge on
Bengals stock, sell all or substantially all of the Bengals'
assets, or dissolve or merge the Bengals; and (f) a sale of all
or substantially all of the Bengals' assets, or its dissolution
or merger, must be approved by a two-thirds vote of the
shareholders, which must include the affirmative vote of the
shares the voting trustee owned in his individual name.
Also on October 24, 1980, Paul and Mike Brown and Sawyer
entered into an option agreement regarding Paul Brown's and
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