MEMORANDUM AND ORDER
HUYETT, District Judge.
Selas of America (Nederland) N.V. (SAN) was, prior to September 16, 1971, a wholly owned subsidiary of the defendant corporation, Selas Corporation of America (SCA). By a "Memorandum of Understanding" dated September 16, 1971, entered into between SCA and a group of "Key Employees" of SAN, SCA agreed to sell 60% of the SAN shares issued and outstanding to a new Dutch corporation to be organized by the "Key Employees...
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