Amendment of Articles/Certificate of Incorporation. To amend a
corporation's articles of incorporation, the New Jersey Law calls for the
approval of shareholders holding a majority of the voting stock entitled to vote
thereon (and, if applicable, a majority of the outstanding stock of each class
entitled to vote thereon) unless the corporation's articles of incorporation
require a greater percentage. The Company Articles do not require such a
percentage. The Delaware Law requires the approval of shareholders holding a
majority of the voting power of the outstanding stock of the corporation (and,
if applicable, a majority of the outstanding stock of each class entitled to
vote thereon) in order to amend the corporation's certificate of incorporation,
unless a greater number or proportion is specified in the certificate of
incorporation. The New Certificate does not specify such greater number or other
proportion of holders of securities having power to vote.
Right to Call a Special Meeting of Shareholders. The New Jersey Law
provides that a special meeting of shareholders may be called by the president,
the board of directors, any shareholder, director, officer or other person as
may be provided in the bylaws. Upon application of the holder or holders of not
less than ten (10) percent of all the shares entitled to vote at a meeting, the
Superior Court of New Jersey, for good cause shown, may order that a special
meeting be called. The Delaware Law provides that only the board of directors or
such person or persons as may be authorized by the certificate of incorporation
or bylaws may call special meetings of the shareholders. The New Bylaws provide
that special meetings of shareholders may be called by the Chairman or President
or the Secretary upon the written request of a majority of the Board of
Directors, provided that such request must state the purpose(s) of the proposed
meeting.
Anti-Takeover Provisions. The New Jersey Law provides, among other
things, that any person making an offer to purchase in excess of ten (10)
percent (or such amount which, when aggregated with such person's present
holdings, exceeds ten (10) percent of any class of equity securities) of any
corporation or other issuer of securities organized under the laws of New Jersey
must, 20 days before the offer is made, file a disclosure statement with the
target company and with the Bureau of Securities of the Division of Consumer
Affairs of the New Jersey Department of Law and Public Safety (the "Bureau").
Such a takeover bid may not proceed until after the receipt by the
filing party of the Bureau's permission. Such permission may not be denied
unless the Bureau, after a public hearing, finds that (i) the financial
condition of the offeror is such as to jeopardize the financial stability of the
target company or prejudice the interests of any employees or security holders
who are unaffiliated with the offeror, (ii) the terms of the offer are unfair or
inequitable to the security holders of the target company, (iii) the plans and
proposals which the offeror has to make any material change in the target
company's, business, corporate structure, or management are not in the interest
of the target company's remaining security holders or employees, (iv) the
competence, experience and integrity of those persons who would control the
operation of the target company are such that it would not be in the interest of
the target company's remaining security holders or employees to permit the
takeover, or (v) the terms of the takeover bid do not comply with the provisions
of Chapter 10A of the New Jersey Law.
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