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class B nonvoting common stock. Finally, each of
decedent's sons transferred to HBC a certificate for his
55 shares of voting common stock and received in exchange
a certificate for 55 shares of "common voting Class A".
As a result of the above transfers, the decedent and
his wife owned all of the shares of class B nonvoting
common stock and the decedent's sons, Mr. Christopher Bosca
and Mr. Anthony Bosca, owned all of the shares of class A
voting common stock. Each share of class B nonvoting
common stock was identical in all respects to a share of
class A voting common stock, except that the share of class
B nonvoting common stock had no right to vote for the
election of directors or any other matter presented to the
shareholders for their vote or approval, unless otherwise
provided by law.
Ms. Marie Baker's Transfer of Stock to the Decedent
On May 25, 1990, the same day as the transfers
described above, Ms. Baker also transferred her 292.5
shares of class B nonvoting common stock to the decedent.
She signed a "Stock Transfer Power" which states as
follows:
As a gift, I Marie Bosca, hereby irrevocably and
unconditionally transfer, assign and convey 292.5
shares of non-voting common stock of Hugo Bosca
Company, Inc., an Ohio corporation ("Corpora-
tion"), standing in the name of Marie Bosca on
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