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stock of MB Parent and all of the voting preferred stock of MB
Parent.
B. Merger of MergerSub and Bender
After the capitalization transactions described above had
been completed, MergerSub merged with and into Bender under the
relevant provisions of the New York Business Corporation Law,
with Bender continuing as the surviving corporation. At the time
that the merger of MergerSub with and into Bender became
effective, all outstanding MergerSub stock was converted into
Bender stock, in the same number of shares, in the same classes,
and with the same voting power, rights, and qualifications as the
previously issued MergerSub common stock, Mergersub voting
preferred stock, and MergerSub participating preferred stock.
After the merger of MergerSub with and into Bender, REUS,
REBV, and TMD held the following interests in MB Parent:
MB Parent Stock REUS REBV TMD
Common stock
Shares owned -- -- 1,000
Percentage of class -- -- 100%
Percentage of vote -- -- 20%
Voting preferred stock
Shares owned 3,000 1,000 --
Percentage of class 75% 25% --
Percentage of vote 60% 20% --
In addition, REUS, REBV, and MB Parent held the following
interests in Bender:
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