- 49 -
* * * * * * *
C. BOARD OF DIRECTORS - SELECTION OF DIRECTORS
E.E. Stone, IV and C. Rivers Stone shall
both be selected as initial members of the
Board. At least three members of the Board
shall be independent outside directors; pro-
vided, however, that the Board initially may
be comprised solely of management representa-
tives * * * prior to the proposed initial
public offering of equity securities (“IPO”)
of Stones, SMC or the surviving entity of the
merger * * *.
* * * * * * *
IV. OWNERSHIP OF COMPANY
A. MERGER OF STONES AND SMC
Stones and SMC may be merged * * *. The
shareholders agree to vote their stock in favor of
any such merger that is recommended by the Board.
* * * * * * *
B. SHARE EXCHANGE
The shares of Common Stock of SMC, now held
by E.E. Stone, IV, C. Rivers Stone, Mary Stone
Fraser and Rosalie Stone Morris, the shares of
Common Stock of Stones, held by the Existing
Trusts * * * may be exchanged or otherwise changed
to align their shares * * * at the Stones corpo-
rate level in a transaction recommended by the
Board. * * *
* * * * * * *
The shareholders agree to vote their stock in
favor of a share exchange consistent with this
provision that is recommended by the Board and to
exchange their shares as required.
* * * * * * *
I. PREFERENTIAL RIGHT TO SELL COMMON STOCK
The New Trusts for Mary Stone Fraser, Mary
Wyman Stone Fraser Davis and Laura Lawton Stone
Fraser Arnal (the “Fraser New Trusts”), the New
Page: Previous 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 NextLast modified: May 25, 2011