11,120,577 shares outstanding.
c. Newco is organized as a GmbH under the laws of Switzerland.
Newco will have the partnership power and authority to issue the Newco
Equity Securities. The governance of Newco will be carried out in accordance
with Newco's Articles of Association, the Operating Agreement and the applicable
laws of Switzerland.
d. Pursuant to the Plan, Marker will change its name to MKR
Holdings ("MKR") and will remain incorporated in Utah. Pursuant to the
Confirmation Order, Marker is authorized to amend its articles of incorporation
and by-laws to satisfy the provisions of the Agreement (including the name
change), the Plan and the Confirmation Order (including the prohibition against
the issuance of non-voting securities) on or before the Effective Date, without
further authorization and approval from Marker's stockholders, board of
directors or order from the Bankruptcy Court.
e. The following subsidiaries of Marker survive bankruptcy and
upon consummation of the transactions contemplated by the Agreement will
become wholly-owned subsidiaries of Newco: Marker Ltd., Marker USA, Marker
Deutschland GmbH, Marker Japan Co. Ltd., Marker Austria GmbH and DNR Japan Co.
Ltd. In addition, Marker Canada, Ltd. will become a wholly- owned subsidiary of
Newco.
f. The following subsidiaries of Marker will be dissolved
pursuant to the Plan: DNR North America Inc. and DNR USA, Inc.
g. Kevin Hardy, Henry E. Tauber and Louis M. Alpern will be
the three initial directors of MKR. Mr. Hardy will also serve as MKR's
President and Secretary.
(4) CAPITALIZATION.
Prior to the filing of the Plan, there were 11,140,577 shares of
common stock and 1,000,000 shares of Series B preferred stock of Marker issued
and outstanding. On the Effective Date, the authorized capital stock of Marker
will consist only of common stock, with 25,000,000 shares authorized, $0.01 par
value, and approximately 11,120,577 shares outstanding. There are no shares of
stock reserved for future issuance in respect of claims and interests filed and
allowed under the Plan. |
