- 4 -
shall be vested in a trustee, who shall be appointed by the Court
and who shall act in accordance with the Voting Trust Agreement”.
The TRO specifically barred Textron from exercising any voting
rights with respect to the Avdel shares.
The District Court terminated the TRO and superseded it by a
preliminary injunction order dated March 2, 1989 (the order). As
relevant herein, the order stated, at section II, that it was
entered for the purposes:
of maintaining the status quo ante pendente lite by
allowing Textron to retain, subject to the terms of
this Order, any Avdel shares it may have acquired prior
to the entry of this Order, and any Avdel shares it may
henceforth acquire, pending consideration on the merits
by the Federal Trade Commission; of assuring that Avdel
will remain viable and competitive with Textron; of
maintaining the businesses of Textron and Avdel
separate from and independent of one another; [and] of
continuing the state of competition between Textron and
Avdel * * * to the same extent as if Textron and Avdel
were in all respects separate and independent entities
* * *.
The order specifically enjoined Textron “from assuming or
exercising any form of direction or control over Avdel PLC,
except as provided by this Order.” The order stated, at section
IV, that
For the term of this Order Textron shall not exercise
any voting power, influence, or control, directly or
indirectly, with respect to the conduct of Avdel or the
shares of Avdel held by it. All rights to exercise
voting power with respect to the Avdel shares held by
Textron shall be vested in a trustee, who shall be
appointed by the Court and who shall act in accordance
with the Voting Trust Agreement * * * [and] use his
best business judgment in exercising such voting trust
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