- 9 -
RESOLVED, that the Plan and Agreement of
Recapitalization attached hereto as Exhibit "A"
(the "Plan") be adopted, subject to approval of
all shareholders of the Corporation;
RESOLVED, FURTHER, that each officer of the
Corporation be authorized, upon shareholder
approval of the Plan, to execute and deliver
the Plan on behalf of the Corporation and to
take any other action, including without
limitation the execution of other agreements,
instruments or documents and the making of
filings with appropriate governmental entities
or other persons, which such officer deems
necessary or appropriate to consummate, or as a
result of, the transactions contemplated by the
Plan.
The Plan and Agreement of Recapitalization (referred to
herein as the recapitalization agreement) attached to the
above resolutions as exhibit "A" states as follows:
PLAN AND AGREEMENT OF RECAPITALIZATION
This Plan and Agreement of Recapitalization is entered
into this 25 day of May, 1990, by and between Mario
Bosca, Marie Bosca and the Hugo Bosca Company, Inc., an
Ohio corporation (the "Corporation"). Mario Bosca and
Marie Bosca are sometimes hereafter referred to as
"Shareholders".
Background Information
A. There are currently outstanding 805
shares of voting common stock of the Corporation
("Voting Shares"). The Voting Shares have a par
value of $100.00 each. The Voting Shares are
currently owned as follows:
Mario Bosca - 402.5 Voting Shares
Marie Bosca - 292.5 Voting Shares
Christopher Bosca - 55 Voting
Shares
Anthony Bosca - 55 Voting Shares
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011