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velcro

05/31/09 9:24 PM

#18938 RE: cleith #18937

cleith, your observations in the first couple paragraphs seem most correct. Don't worry about what you found in the Massachusetts Law. Barney Frank and Ted Kennedy are not in jail.
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DewDiligence

05/31/09 11:12 PM

#18939 RE: cleith #18937

LFB is not bound by the anti-takeover provisions in Massachusetts corporate law, and it can do whatever it pleases if it obtains a majority stake in GTC by converting its note and exercising its warrants.

The inapplicability of the Massachusetts anti-takeover provisions to LFB stems from the contractual agreement between LFB and GTC that LFB is not considered an “acquiring person” under Massachusetts law provided that LFB has acquired its equity stake in GTC directly from GTC (as it has).