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We might agree that the donees in this case were powerless to
prevent the majority shareholders of NMG from selling
substantially all the property and assets of NMG. However, we
cannot agree that the donees could have been compelled to sell
their stock warrants under this provision. The donees’ stock
warrants were not the property or an asset of NMG. Further,
WCP’s intentions clearly did not contemplate a direct acquisition
of NMG’s property and assets.
As petitioners suggest, respondent might have cited other
provisions of Delaware’s General Corporation Law, including
section 251, which deals with the merger of two or more entities
into one corporation following a resolution of the board of
directors and upon a vote of a majority of the outstanding voting
stock, and section 275, which deals with the dissolution of a
corporation following a resolution of the board of directors upon
a vote of a majority of the outstanding voting stock. However,
neither of those situations is present in this case. Neither WCP
nor NMG contemplated a merger, liquidation, or dissolution
involving those entities. On the contrary, the expressed
intentions of WCP contemplate only an acquisition of NMG stock
and warrants from the stockholders and warrantholders. In the
actual course of events, WCP in fact acquired the stock and
warrants in this manner. We are not inclined to posit any
hypothetical scenarios which might have occurred wherein the
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