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RESPONSE OF COSMA INTERNATIONAL OF AMERICA TO PETITION FOR DISCONTINUANCE OF CORPORATION
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EXTRACTED KEY WORDS
AGREEMENT WEBASTO SHAREHOLDERS AGREEMENT PARAGRAPH COSMA ALLEGATIONS PURSUANT DISCONTINUANCE RELIEF AMERICA DIRECTORS COSMA LACKS KNOWLEDGE INFORMATION SUFFICIENT ADMIT DENY EXHIBIT OBLIGATION FIRST SENTENCE PLAN COMPETING COURT SALE MANAGEMENT DISPOSING ASSETS OUTSTANDING SECOND SENTENCE NORTH AMERICA HERETO |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
In re: Webasto Sunroofs Inc., >> Civil ActionNo. 17171 NC z~
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RESPONSE OF COSMA 1NTERNATIONAL OF AMERICA, INC. TO PETITION FOR
DISCONTINUANCE OF CORPORATION PURSUANT TO SECTION 273 OF THE
DELAWARE GENERAL CORPORATION LAW
Cosma International of America., Inc., a Michigan corporation ("Cosma"),
response to the Petition for Discontinuance of Corporation Pursuant to Section 273 of the Delaware
General Corporation Law (the "Petition") filed by Petitioner Webasto AC Fahrzeugtechnik
("Webasto AG"), states as follows:
1. Cosma lacks knowledge or information sufficient to enable it to
the allegations of the first sentence of paragraph 1 of the Petition, except it is admitted that
AG is the record owner of 100,000 shares, or 50'%, of the issued and outstanding stock of Webasto
Sunroofs Inc., a Delaware corporation (the "Corporation"). The second sentence of paragraph 1 of
the Petition is denied.
2. The first sentence of paragraph 2 of the Petition is admitted,
averred that Cosma was formerly named Magna International of America, Inc. The second sentence
of paragraph 2 of the Petition is denied.
3. Paragraph 3 of the Petition is denied, except it is admitted that
and Cosma are the only stockholders of record of the Corporation and that the Board of Directors
of the Corporation consists of six directors, three of whom were nominated by Cosma and three of
RLF I -2026 107- 1
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