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used to purchase some of the DHL shares of DHL’s minority
shareholders. The DHL shareholders agreed that, for purposes of
determining the amount to be paid for the minority shareholders’
shares, DHL was worth one-third of the total offer for all three
companies.
During the December 1990 through August 1992 period, before
the foreign investors exercised their option, the DHL
shareholders, through and as DHL directors, had veto power over
the following actions by the boards of DHLI and MNV:
(1) Any change in the employment of Lupo, P. Y. Kuijpers,
Robert Parker, and Errol Gates;
(2) any issuance of DHL shares or other related securities;
(3) any debt or lease financing by DHL, with certain
exceptions for refinancings, lease financings below $3 million,
and borrowings totaling less than $5 million;
(4) any material change to the business of DHL, except for
a reasonable commitment of DHL’s resources to development of
heavy freight transportation capability;
(5) any change in DHL’s auditors or accounting policy.
During that same period, among others, the following actions were
subject to supermajority (would require agreement of some board
members controlled by the DHL shareholders) approval by the DHLI
and MNV boards:
(1) Any amendment to the bylaws and memorandum and articles
of association;
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