Dissolution. The New Jersey Law and the Delaware Law each provide that
a corporation may be voluntarily dissolved by (i) the written consent of all its
shareholders or (ii) the adoption by the corporation's board of directors of a
resolution recommending that the corporation be dissolved and submission of the
resolution to a meeting of shareholders, at which meeting the resolution is
adopted. The New Jersey Law requires that to effect a dissolution by consent of
shareholders, all shareholders entitled to vote thereon must sign and file a
certificate of dissolution. If dissolution is pursuant to the action of the
Board and shareholders, the affirmative vote of the majority of votes cast
(assuming that the number of votes cast constitutes a quorum) by the
shareholders entitled to vote thereon, while the Delaware Law requires the
affirmative vote of a majority of the outstanding stock entitled to vote
thereon.
Action Without a Meeting. Under the New Jersey Law any action which may
be taken by shareholders at a meeting may be taken without a meeting if all the
shareholders entitled to vote thereon give their written consent. However, if
shareholder approval is required to effectuate a merger, consolidation,
acquisition or sale of assets, the transaction may also be effectuated if all of
the shares entitled to vote thereon provide written consent and all other
shareholders are provided with appropriate notice. The Delaware Law provides
that, unless limited by the certificate of incorporation, any action which may
be taken at a meeting of stockholders may be taken without a meeting, without
prior notice and without a vote, if the holders of stock having not less than
the minimum number of votes otherwise required to approve such action consent in
writing.
Loans to Directors/Officers/Employees. The New Jersey Law allows a
corporation to lend money to, or guaranty an obligation of, any director,
officer or employee of the corporation or any subsidiary whenever the directors
determine that such an action may reasonably be expected to benefit the
corporation. However, a director who votes for such an action may be held
jointly and severally liable if the loan or guaranty is made contrary to the
provisions of the New Jersey Law. The Delaware Law permits a corporation to lend
money to, or to guarantee an obligation of, an officer or other employee of the
corporation or any subsidiary thereof, including an officer or employee who is
also a director of the corporation or of its subsidiaries, whenever such loan or
guarantee may, in the judgment of the directors, reasonably be expected to
benefit the corporation. In contrast to the New Jersey Law, the Delaware Law
generally does not impose liability on the directors who vote for or assent to
the making of a loan to, or guaranteeing an obligation of an officer, director
or shareholder.
Appraisal Rights. Under the New Jersey Law, dissenting shareholders who
comply with certain procedures are entitled to appraisal rights in connection
with the merger, consolidation or sale, lease exchange or other disposition of
all or substantially all of the assets of a corporation not in the usual or
regular course of business, unless the certificate of incorporation otherwise
provides. However, appraisal rights are not provided when (i) the shares to vote
on such transaction are listed on a national securities exchange or held of
record by not less than 1,000 holders (or shareholders receive in such
transaction cash and/or securities which are listed on a national securities
exchange or held of record by not less than 1,000 shareholders) or (ii) no vote
of the corporation's shareholders is required for the proposed transaction. See
"Rights of Dissenting Shareholders," below.
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