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IN RE WEBASTO SUNROOFS Click to find out why . . .



Keywords & Phrases
CaseNo: C.A. No. 17,171, CourtCode: CC, CourtName: IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, State: DE Delaware, UniqueCaseRef: DE>CC>00017171, Petition, 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, Sale, Management, Disposing, Assets, Outstanding, Second Sentence, North America, Hereto , ContentID: 120241058

Case Documents
1 1999-06-30 RESPONSE OF COSMA INTERNATIONAL OF AMERICA TO PETITION FOR DISCONTINUANCE OF CORPORATION
[ see first page and extracted highlights below  ] ItemID: 103508
8 pages
PDF
Total Documents: 1 document , 8 pages
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1 . RESPONSE OF COSMA INTERNATIONAL OF AMERICA TO PETITION FOR DISCONTINUANCE OF CORPORATION

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


SNIPPETS:
  • RESPONSE OF COSMA 1NTERNATIONAL OF AMERICA,
  • TO PETITION FOR DISCONTINUANCE OF CORPORATION PURSUANT TO SECTION 273 OF THE
  • General Corporation Law filed by Petitioner Webasto AC Fahrzeugtechnik
  • Cosma lacks knowledge or information sufficient to enable it to admit or deny
  • the allegations of the first sentence of paragraph 1 of the Petition, except it is admitted
  • AG is the record owner of 100,000 shares, or 50'%, of the issued and outstanding stock of
  • The second sentence of paragraph 1 of
  • and Cosma are the only stockholders of record of the Corporation and that the Board of
  • formerly named Webasto North America, Inc. and was incorporated on February 14, 1974.
  • an en ere into a Shareholders Agreement dated as of
  • of the Corporation consist of the development, manufacture, assembly, distribution and sale
  • provides management services to the Corporation pursuant to a Management Agreement
  • other disposition of all or substantially all of its assets including, without limitation,
  • its obligation to license technologies to the Corporation, its obligation to prevent the
  • from dissolving or disposing of all or substantially all of its assets, and its obligation to
  • competing with the Corporation.
  • seeking, relief under 8 De1.C.
  • relief which the Court is authorized to grant under the terms of 8 De1.C.
  • effected pursuant to the Plan of Discontinuance attached hereto as Exhibit B.
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