Glenn Hightower - Page 5

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          However, petitioner could not obtain financing.  Thus, O’Dowd               
          compelled a buyout of petitioner’s stock.                                   
          B.   Arbitration                                                            
               1. Proposed Interim Award                                              
               On August 24, 1998, pursuant to the arbitration clause of              
          the shareholders’ agreement, petitioner demanded arbitration                
          regarding O’Dowd’s buyout.  On December 1, 1999, the arbitrator             
          issued a proposed interim award (the December 1999 award) finding           
          that O’Dowd had not acted improperly in his attempt to buy                  
          petitioner’s shares.  The December 1999 award stated that the               
          arbitrator would reassess the award after considering motions for           
          reconsideration and entry of partial final award.                           
               2. Partial Final Award                                                 
               The arbitrator issued a partial final award on March 8,                
          2000.  The arbitrator found that O’Dowd’s actions were consistent           
          with the buyout provision of the shareholders’ agreement.  The              
          award permitted O’Dowd to treat the purchase of petitioner’s                
          stock as having occurred on September 24, 1998, 90 days after               
          O’Dowd invoked the buyout provision of the shareholders’                    
          agreement.  The arbitrator made the following findings:  (a) But            
          for petitioner’s failure to tender his shares to O’Dowd within 90           
          days of O’Dowd’s deposit of $47 million with Green Hills, his               
          legal or beneficial interest in Green Hills would have terminated           
          on September 24, 1998; (b) O’Dowd has the right but not the                 






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