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accredited investor agent amount annual meeting assets authority behalf beneficial owner Board of Directors by-laws cash certificate Chris-Craft Industries client Commission committee Common Stock conduct consent contract corporation Court of Appeals Court of Chancery Del.Supr Delaware derivative suit directly or indirectly director or officer directors and officers disclose dissolution dividends duty election employee entitled equity security exempted fair fiduciary filed form of proxy furnished Illinois Act indemnification interest interstate commerce investment issue issuer lawyer liability limited partner limited partnership litigation matter merger offers and sales options otherwise paragraph partnership property party payment person plaintiff Preferred Stock principal prior proposal proxy statement purchase pursuant reasonable registration statement respect rules and regulations S.Ct Section 10(b securities exchange security holders shareholders shares solicitation specified statute stockholders takeover target corporation tender offer thereof tion transaction underwriter unless vote Williams Act