Portfolio 19-3rd: The Sale of Corporate Control

Wks. 1 Rule 14f-1 of the Securities Exchange Act of 1934

Wks. 2 Form 8-K

Wks. 3 Rule 14d-10(a) of the Securities Exchange Act of 1934

Wks. 4 Rule 13e-4(f)(8) of the Securities Exchange Act of 1934

Wks. 5 New York Business Corporation Law § 912

Wks. 6 Delaware General Corporation Law § 203

Wks. 7 Contract for Sale of a Control Block of Securities

Wks. 8 Contract Provisions for Calling a Special Shareholders Meeting

Wks. 9 Form of Director’s Resignation

Wks. 10 Minutes of Directors Meeting Reflecting Seriatim Resignations of Former Directors and Election of New Directors

Wks. 11 Right of First Offer for Sale of Stock

Wks. 12 Voting Consensus

Wks. 13 Registration Rights

Wks. 14 Preemptive Rights