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Adjoumed), to resume a meeting (The meeting resumed at8 p.m.), to set out a resolution (the resolutions [which had been] set out), to pass a resolution (the resolutions ... Had been duly passed), to file a resolution (to prepare and File ... the special and ordinary resolutions), to close a Meeting (the meeting was closed) 21 meeting: arrange, attend, call, cancel, convene, preside at, Schedule, summon resolution: adopt, authorise, draft, endorse, introduce, Oppose, pass, table It is a letter of advice. The query it responds to is whether it would be Possible to set aside the transaction described in the letter on the basis of the shareholder's rights. False 2 False 3 True 4 True E 2a 3d 4c 5b You have requested advice regarding your rights as stockholder in Alca Corporation (the "Target Corporation") which entered into a stock-for-assets agreement with Losal Corporation (the "Purchasing Corporation"). The advice and statements set forth below are based On the facts you presented to me in our telephone Conference of January 27. As always, I remain at your disposal should you wish to Discuss your options. I look forward to hearing from You and answering any further questions you may have. Suggested answer Dear Mr Louis I am writing in response to your query of 12 September in Which you request information regarding the board Meeting and extraordinary general meeting of Longfellow Ltd which were held on 10 September. I will summarise The circumstances under which the meetings were Convened, as well as the resolutions passed. As you may know, a board meeting was held to determine Whether new shares could be issued to certain existing Shareholders in the company. The proposal, which would Raise the share capital of the company by 50,000, was Presented to the board. However, as the charter of the Company did not grant authority to raise share capital in This manner, a notice of an extraordinary general meeting Was presented, containing the details of the proposed Increase in share capital. The board approved the notice, And it was forwarded to all of the members, including Yourself, for consent to the short notice of the Extraordinary general meeting. The board meeting then Adjourned to allow for consents to the short notice to be Obtained and to hold the extraordinary general meeting. The extraordinary meeting was then held after consents to The short notice were obtained from all the members, and The meeting approved all of the resolutions in the notice. Based on the authority provided by the approval of the Extraordinary general meeting, the board raised the share Capital of the company through the issuance of the New shares. The company secretary was then Instructed to take care of all the administrative matters Related to the increase and the meeting was closed. I hope that the information I have provided meets your Requirements. Should you have any further questions, do Not hesitate to contact me. Yours sincerely Ann Walsh Language Focus Related to 3 liable 4 contend Add on 6 relevant D 3a 4b 5g 6e 7f C Date: 2015-12-11; view: 1104
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