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1
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PETITIONERS OBJECTION TO RESPONDENTS MOTION TO DISMISS
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EXTRACTED KEY WORDS
COURT DISMISS HOLDINGS DIPASQUALE RESPONDENT NSC HOLDINGS RICHARD MOTION CHANCERY STIPULATION ROY DIPASQUALE HEREBY DELAWARE MARTIN PURSUANT PASCALE DEL EXHIBIT COUNSEL BRACEGIRDLE ADMISSION CASTLE COUNTY NOMINAL RESPONDENT OBJECTION RICHARD MATER0 WILSON MATERIALS ESQUIRE MOOT |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MARTIN Q'HALLORAN and
RICHARD MATERO,
Petitioners.
V.
ROY DIPASQUALE,
Respondent,
and
NSC HOLDINGS. WC.
Nominal Respondent.
PETITIONERS' OBJECTION TO RESPONDENT'S MOTION TO DISMISS AND
CROSS-MOTION FOR SUMMARY JUDGMENT
Petitioners Martin O'Halloran and Richard Mater0 (collectively, "Petitioners") hereby
object to Respondent's Motion to Dismiss and move the Court, pursuant to Court of Chancery
Rule 56, for a final Order in this matter declaring that Respondent Roy DiPasyuale ("DiPasquale")
has been validly removed as a director of Nominal Respondent NSC Holdings, Inc.
1. As indicated by Mr. DiPasquale's answer in this action (see Exhibit A to June 15,
2000 letter to the Court from Petitioners' counsel), it appears there is no dispute that the
petitioners had the ability to remove Mr. DiPasquale as a director of NSC Holdings, Inc.
("Holdings") on April 26,200O. See May 22,200O Pascale letter to Bracegirdle (TAB 1 hereto).
Nevertheless, Mr. DiPasquale has refused to concede or stipulate to the validity of his removal
from the Holdings board. SE May 30,200O Wilson letter to Pascale (TAB 2 hereto) (refusing to
enter into Petitioners' proposed Stipulation of Dismissal unless the word "validly" is removed).
2. DiPasquale apparently seeks to "dodge the bullet" of a judicial finding that his
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2
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RESPONDENTS ANSWER
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EXTRACTED KEY WORDS
PETITIONERS DIPASQUALE RESPONDENT ADMITS NSC PARAGRAPH SHARES DENIES ATTORNEYS MATER0 STOCK DISMISS ROY DIPASQUALE HOLDINGS ABILITY OUTSTANDING CONTEST RELIEF COURT MARGULES GRANT COURT DEEMS PROPER HEREBY CERTIFY FOREGOING DAVID ESQUIRE BOUCHARD MARGULES FRIEDLANDER WILMINGTON |
IN THE! COURT OF CHANCERY OF THE STATE OFDELAWARE )
1N AND FOR NEW CASTLE COUNTY
MARTIN O'HALLORAN and RICHARD
MATERO,
Petitioners,
Civil Action No. 18015
V
ROY DIPASQUALE,
Respondent, - _
- .I
and .
-' ._
NSC HOLDINGS, INC., . .
Nominal Respondent.
RESPONDENT'S ANSWER
Respondent Roy DiPasquale, through his undersigned attorneys, answers the petition as
follows:
1. Respondent admits the allegations contained in paragraph 1 ofthe petition except
respondent denies that the principal place of business of NSC Holdings, Inc. ("NSC") is Nyack, New
York.
2. Respondent admits the allegations contained in paragraph 2 except that respondent
denies that O'Halloran obtained his shares legitimately.
3. Respondent admits the allegations contained in paragraph 3 except that respondent
denies that Mater0 obtained his shares legitimately
4. Respondent admits the allegations contained in paragraph 4 except that respondent
contends that petitioners unlawfully limited the number of shares that DiPasquale owns,
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3
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PETITION PURSUANT TO 8 DEL. C. SEC 225
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EXTRACTED KEY WORDS
DIPASQUALE PETITIONERS RESPONDENT SHARES NSC HOLDINGS TOTAL OUTSTANDING MATER0 PETITIONERS MARTIN RICHARD MATERO ROY DIPASQUALE NSC STOCK CONSTITUTING NOMINAL RESPONDENT NSC BUSINESS WRITTEN CONSENT CONTEND PRIOR WRITTEN CONSENT STOCKHOLDERS HOLDING TWOTHIRDS CONTROVERSY WHEREFORE PETITIONERS RESPECTFULLY REQUEST RESPECTFULLY REQUEST JUDGMENT REQUEST JUDGMENT DECLARING AWARDING COSTS REASONABLE ATTORNEYS FEES GRANTING RELIEF |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
MARTIN O'HALLORAN and
RICHARD MATERO,
Petitioners,
V.
ROY DIPASQUALE,
Respondent,
and
NSC HOLDINGS, INC.
Nominal Respondent. 1
PETITION PURSUANT TO 8 DEL. C. 5 225
Petitioners Martin O'Halloran and Richard Matero, by their undersigned counsel,
hereby allege for their Petition as follows:
1. Nominal Respondent NSC Holdings, Inc. ("NSC"), is a Delaware corporation
with its principal place of business in Nyack, New York.
2. Petitioner Martin O'Halloran owns 1100 shares of NSC stock, constituting
55% of the total outstanding. Mr. O'Halloran also is a director and the Chairman of NSC.
3. Petitioner Richard Mater0 owns 700 shares of NSC stock, constituting 35% of
the total outstanding. Mr. Mater0 also is a director of NSC and is its President and Chief Executive
Officer.
4. Respondent Roy DiPasquale owns 200 shares of NSC stock, constituting 10%
of the total outstanding. Until his removal on April 252000, Mr. DiPasquale was a director of NSC.
5. On April 26,2000, Mr. O'Halloran and Mr. Mater0 hand-delivered to NSC
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