IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
ANDY E. YUROWITZ, individually and
derivatively on behalf of Health-Chem
Corporation,
Plaintiff,
V. C.A. No. 17356
MARVIN M. SPEISER, MARTIN BENIS, :
STEVEN BERNSTEIN, MATTHEW
GOLDSTEIN, PAUL R. MOELLER,
EUGENE ROSHWALB, BRUCE M.
SCHLOSS, ROBERT D. SPEISER, AND
MILTON Y. ZUSSMAN,
Defendants,
and
HEALTH-CHEM CORPORATION, a
Delaware Corporation,
Nominal Defendant.
S'Z'ATUS QUO ORDER
Upon consideration of plaintiffs application for an order regarding certain
relating to the Annual Shareholders' Meeting of Nominal Defendant Health-Chem
("Health-Chem"), the Court orders as follows:
1. The polls are not closed at this point, however, pending the
polls, the inspector of elections shall, o'n a daily basis, provide a preliminary count and
certification of
a. the vote;
b. the quorum; and
SNIPPETS:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
HEALTH-CHEM CORPORATION, a Delaware Corporation,
relating to the Annual Shareholders' Meeting of Nominal Defendant Health-Chem Corporation
The polls are not closed at this point, however, pending the closing of the
Health-Chem shall bear the expense of this preliminary count and preliminary certification
annual meeting informing them that the adjourned meeting shall reconvene,
of receiving final proxies and other votes for the election of directors,
York, New York, and the polls shall be closed at 10:00 a.m. on the date of that the meeting is
in adequate time for the stockholders to be informed of the date of the reconvened meeting.
to the vote for the election of directors.
Within three l business days after the inspectors of election produce to
Plaintiff a preliminary certification und.er this Status Quo Order,
by the federal Court on Health-Chem's application for a preliminary injunction or January 14,
Defendants, and their agents and representatives, and those acting in concert
agree to any transaction, contract, or agreement, the value of which exceeds $20,000, except
commit or agree to issue, sell, or purchase any stock, stock options, warrants or securities
or its subsidiaries any corporation property, assets or records of any kind whatsoever;
other than their compensation as in effect on December 10, 1999, and the payment of bonuses
K. causing Health-Chem or its subsidiaries to enter into any employment
Health-Chem from pursuing relief in the United States District Court for the District of
board members in anticipation of such meetings pending the entry of a final order in the
HealthXhem shall provide Plaintiff with a form of Confidentiality
NOTICE OF ADJOURNED ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of &ckbolders of Health-Chem Corporation, a Delaware corporation, will be
It was aMOunced at that time that the polls would remain open and would not close until the
remain open until 10:00 a.m. on Tuesday, December 28, 1999 for the purpose of concluding the
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