at 28 (Apr. straight front. No. Webasto Series 20 Marine Sunroof. Roofs are developed by specialists in prototype construction and are manufactured through detailed production processes where quality is tested at every step. I turn to the remaining issue, which is whether any conditions upon WAG's exercise of those rights should be imposed. 17171, Petition for Discontinuance of Corporation and Plan of Distribution; See DX 21. WSI (Magna) contends, however, that WAG's stated purpose in seeking inspection is not its true purpose because there is no imminent opportunity for WAG to exit its investment.25 But the facts that no specific offer to purchase or sell is pending at this moment and that WAG has not yet decided whether (or not) to purchase or sell, do not-alone and without more-defeat the factual bona fides of its valuation purpose. The response to plaintiffs' demand letter of May 31, 1999 was signed by Atoma, as agent for WSI; moreover, WSI is represented in this proceeding by the same counsel that represents Magna in a pending proceeding filed by WAG to dissolve WSI pursuant to 8 Del. The plaintiffs were never put on notice that WSI would take this position until the trial. WEBASTO HOLLANDIA PRE-OWNED 310L 311L 312L 320L 321L 322L SUNROOF GLASS 33S3LR4124. The polyeurethane serves both as a link between the various components and as construction material to form special geometries. Complete glass-to-frame debonding can develop gradually and may be evidenced by metal corrosion around the sunroof frame, wind noise, vibration, visual bond separation and/or water leakage. Many of the arguments that WSI contends defeat WAG's entitlement to inspection are also asserted as grounds for limiting or conditioning the scope of the inspection. switch, and one-touch electronic control for express open/close and composite frame with tight radius corners and curved leading edge, dark solar Read top news about our products and get deep insights into our roof development, production or the different applications of our roof packs. Sunroofs are particularly susceptible to leakage because most are actually meant to leak by design. Given the 90% gap between budgeted and actual 1998 earnings that occurred under Magna's stewardship, that purpose is credible. With that exception, Magna's other evidence of competitive threat is speculative and unpersuasive. The core of polyurethane composites consists of paper honeycombs coated with a mixture of polyurethane and reinforcing fibers. vwvortex.com is an independent Volkswagen enthusiast website owned and operated by VerticalScope Inc. The factual summary narrated in this portion of the Opinion is not intended to be exhaustive. As an expert in convertible roof systems, Webasto offers the world's widest variety of convertible tops for this special driving experience - whether retractable hardtop, softtop or hybrid top for exclusive small series or volume models. Accordingly, Mr. Kortm's inspection rights shall be unrestricted, except for the self-imposed restriction that no information derived from the inspection will be shared with Hollandia. and. It is suitable for almost any type of car. Something went wrong. Fourth, WAG has excluded WSI from preparing quotations to develop new business from General Motors and Daimler Chrysler. It is a special bonding process in which the visible surface can be fully influenced. Employing factory trained certified technicians and marketing professionals . With panoramic roofs from Webasto, drivers and passengers can enjoy the sense of freedom on every journey. The rigidity of the material makes it ideal for the production of outer covering parts with an area of more than two-square-meters. Thus, Webasto already offers roof systems for the electric future. No. WSI contends, however, that it is entitled to impose conditions that (it asserts) will assure that the inspection will be only in Kortm's directorial capacity. We sell our Aftermarket Sunroof products to Australia, most European, African, Middle-Eastern, and Asian countries. Discontinued SHIPPING ON ONLINE ORDERS +$99*, Marine Air Conditioners | Air Conditioning Units, OceanLED Explore E7 Thru Hull - 50 Degree Angle - Blue & White, OceanLED Explore E7 Thru Hull - 40 Degree Angle - Blue & White, OceanLED Explore E7 Thru Hull - 30 Degree Angle - Blue & White, OceanLED Explore E7 Thru Hull - 20 Degree Angle - Blue & White, OceanLED Explore E7 Thru Hull - 50 Degree Angle - RGBW Colors DMX. width. is Choose your roof system in combination with innovative features. Other facts are set forth in the Analysis Section (Part III), where appropriate. inventory available. As a result, platform strategies and modular systems are becoming increasingly relevant. Classifications Documentary Artifact. 14. The classic pop-up sunroof is classically appealing with its modern design and ease of operation. Third, WAG is currently distributing and selling sunroof products (including lamella sunroofs) in North America. Br. or Best Offer. Moreover, Magna's claim that WAG is engaged in a campaign to compete with, and thereby harm, WSI, is undercut by the fact that WAG's 50% stock interest in WSI represents 20% of WAG's revenues and 25% of its profits. 16335, 1998 WL 326608, Lamb, V.C., Ltr. In order for the glass to sit flush against the roof, there is usually no exterior gasket to block water from dripping down along the outside edges of the sunroof. B. 24. Part was correct and shipped timely! H321M a at 2, 21-22. a perfect fit to replace faulty factory units. The relationship between those two stockholders is antagonistic, and one of them (WAG) has filed a petition under Section 273 to dissolve the corporation. On May 31, 1999, two weeks after WAG filed the Section 273 action, Mr. Kortm sent a letter to WSI, pursuant to 220, in both his capacities as a director of WSI and as Chairman of WAG, demanding to inspect WSI's books and records. A very economical manual or electrical sliding rooffor more light and fresh air on board.The roof is fully tested and preassembled including Webasto 40 Inch Marine Sunroof. If you have any questions about existing roof systems in your vehicle, please contact your dealer. In 1998 two events occurred, and from that point on the relationship between WAG and Magna deteriorated. Co., Del. Yes Webasto Marine Solutions provide reliable comfort year round. When Webasto roof modules leave the production line, they still have a long way to go before reaching customers, but Webasto leaves nothing to chance. 27. With a Webasto sunroof, you experience every trip with all your senses. with tight radius corners and curved leading edge, dark solar privacy glass, Gray interior. Part was as advertized and arrived in perfect condition. What is clear is that Magna, by virtue of its day-to-day control of WSI, controls access to those books and records and is now using that control to deny similar access to the other 50% stockholder and co-venturer, WAG. WEBASTO 300 MEDIUM TOP SLIDER PRE-OWNED AFTERMARKET SUNROOF GLASS PANEL 3395300A. Book. That also is incorrect. 30. Webasto simulates environmental conditions such as extreme cold, intense heat or heavy rain and, to test the acoustics, a variety of possible noise conditions. Size 20x41. DONMAR SKYROOF Spoiler Sunroofs are backed WAG, which owns the same percentage of equity as Magna, does not. WSI (Magna) argues that these decisions warrant restrictions on Kortm's choice of agents, but in those cases the agents themselves had conflicts of interest and were actively pursuing activities hostile to the corporation, i.e., a law firm representing individuals who were suing the company and a third party, not otherwise entitled to receive information, actively involved with the company, respectively. $230.00. As a global market leader for panoramic roofs, sunroofs and convertible roofs, Webasto delivers solutions that complement vehicle designs and enhance interior comfort with innovative features like switchable glazing, ambient lighting and entertainment functions. Your vehicle manufacturer and local car dealership are not administering this recall. Regarding the inspection rights of a director, 220(d) provides that [a]ny director shall have the right to examine the corporation's stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the director's position as a director. Once the director makes a 220 demand that is refused, a prima facie showing of entitlement to the documents has been made and the burden shifts to the corporation to show why inspection should be denied or conditioned.10 As Vice Chancellor Lamb has stated, there is a presumption that a sitting director is entitled to unfettered access to the books and records of the corporation for which he sits and certainly is entitled to receive what the other directors are given.11. The advantage for the manufacturer is obvious: more flexibility in vehicle development. Thanks to our system expertise, we offer the broadest portfolio of individual roof systems: from openable or fixed roofs, to different materials such as glass and textile, to intelligent solutions with integrated sensor technology or further features. Webastos goal is to develop maximum comfort and safety for passengers in harmony with the vehicle design, for the vehicle roofs of today and tomorrow. That letter was hand delivered at a meeting between Magna and WAG representatives held in Munich, Germany, in February, 1999. ( plus VAT and post & packing ) Clio 2 Sunroof Seal - 34.35. Welcome to Webasto Car Sunroofs Delhi. Under that Agreement, WAG is to provide technical support to WSI in accordance with certain license agreements, and Magna is to provide management services under a management agreement dated as of August 1, 1984 (Management Agreement).3 Under the Management Agreement, Magna has been exercising day-to-day control over WSI's operations, and is presently exercising control over WSI's position in this litigation.4 But, and as WSI (Magna) concedes in its brief, for the last fifteen years WAG, through its director-designees, has participate[d] in decision making regarding the operation, strategy and financial condition of WSI.5 The record shows that significant financial and other information has been routinely furnished to WAG and Magna. Features cast aluminum frame with tight radius corners and curved leading edge, Polyurethane foaming, a process Webasto has been using for decades, is used to connect components such as screws and reinforcements to a glass sheet with polyurethane. Size Out of Stock. Nothing contained in WSI (Magna's) post-trial brief alters that conclusion. Responsibility with a long-term view is one of Webastos five corporate values and has shaped its actions as a family-owned company since its foundation in 1901. Webasto Solaire Webasto is characterized by its state-of-the-art materials, technologies and processes, high quality standards, and the expertise of its employees. Retail prices range from $525 to $995 when professionally Drivers and passengers (Front and Back) can enjoy. Thus, if the Section 273 action proceeds to a conclusion, it is possible that: (1) WSI's assets will be sold to one or perhaps to both stockholders, or (2) all of WSI's outstanding shares will be sold at a public auction. by a 3-Year/36,000 mile Limited Warranty, SKYROOF is a registered trademark of Contact us. Ch., C.A. I conclude that they are not. This roof platform offers a sleek, low profile design OceanLED Explore E7 Thru Hull - 50 Degree Angle - Blue OceanLED Explore E7 Thru Hull - 40 Degree Angle - Blue OceanLED Explore E7 Thru Hull - 30 Degree Angle - Blue OceanLED Explore E7 Thru Hull - 20 Degree Angle - Blue OceanLED Explore E7 Thru Hull - 50 Degree Angle - RGBW *For Orders Over $99; UPS Ground Shipping Only. Op. In the latter case, there often is no identifiable corporate interest separate and apart from the interests of the two stockholders or if there is, the interest of the corporation in protecting itself from unwarranted intrusion is considerably diminished. Its customers expect this just as much as Webasto does. 343. Webasto is an international brand, bringing you the highest quality in sunroofs. Ch., C.A. WEBASTO HOLLANDIA 700 SERIES SUNROOF MOTOR 33S70R0013 TESTED FREE SHIPPING! Roofs have to pass all stress tests with top marks before they are delivered to customers. Sunroof Manufacturer Part Number: WEBASTO SOLAIRE MODEL 4300 Other Part Number: 1597-W-0100A-B Fitment Type: Direct Replacement Brand: WEBASTO UPC: Does not apply Forest Drive Parts 99.5%Positive Feedback 27K Items sold Visit store Contact "Aftermarket Webasto Solaire Model 4300 Sunroof Glass P." Op. ; and (9) any tax balance sheets, tax returns and tax assessments for the last three years and latest WSI tax auditors reports. Finally, WSI (Magna) argues that (iii) inspection would harm WSI and therefore should be denied, but even if WAG can establish its entitlement to inspection, WAG has failed to show that any of the broad categories of documents it seeks to inspect is essential and sufficient to its stated purpose of valuing its investment. a 3-Year/36,000 mile Limited Warranty, DONMAR SKYROOF Electric Spoiler Sunroofs Features Event 300QF is A clear view of the sky, pleasant shading for sun protection or more privacy: Webasto is the pioneer among automotive suppliers for switchable glazing in panoramic roofs. Home / Tech Docs / Sunroof Sunroof Application Guide (2014 - Current) Application Guide (2013 - 2008) Application Guide (2007 - 1995) Operation ( 20 Documents ) Installation ( 6 Documents ) Service Parts . PX 3 at WSI000146. Together with car manufacturers, we develop high-quality openable roof systems that also meet highest requirements of headroom or acoustics for small cars through to premium SUVs. To ensure roofs uphold in extreme situations, they are regularly exposed to a wide range of conditions in Webasto test centers. That is, WSI argues that (i) WAG did not submit a demand in conformity with the form and manner required by the statute, because the demand was not under oath; (ii) WAG's stated purpose is not factually bona fide, because given the volume and kinds of documents it has already received and because it has no present ability or intent to buy Magna's shares or sell its shares, WAG has no need to inspect WSI's books and records to value its investment. For example, integrated lighting elements and switchable glazing contribute to increased comfort and a feeling of spaciousness for passengers. When you purchase through links on our site, we may earn an affiliate commission, which supports our community. Moreover, on August 26, the plaintiffs filed an amended demand; i.e., the identical demand previously submitted, but with a new notarization in the form customarily used in these proceedings. 28. Because the Court has already determined that Kortm is entitled to inspect the universe of books and records described in the demand and should not be restricted from disclosing those documents (or resulting information) to WAG, that determination obviates the need to determine whether the documents to be inspected are essential and sufficient to achieve WAG's purpose. A forum community dedicated to all Volkswagen owners and enthusiasts. Report this item - opens in new window or tab, 2008 FORD EXPLORER OEM FACTORY YEAR SPECIFIC SUNROOF GLASS PANEL FREE SHIPPING! For a better experience, please enable JavaScript in your browser before proceeding. In its demand letter, WAG stated that its purpose for seeking inspection was to determine the value of its shareholding interest in WSI. It is well established that the purpose of valuing one's shares in the corporation is proper under 220.21 In these circumstances the genuineness of that purpose appears self-evident. By combining adhesive and filler, the visible area is given a high-quality and visually appealing design. The use of these technologies brings a decisive advantage, especially for electric or hybrid vehicles; because blinds are no longer needed for shading, valuable installation space is saved. DONMAR SKYROOF Spoiler Sunroofs are backed WAG contends, however, that much of that information is not provided to it on a regular basis or in the same detail as is provided to Magna. Webasto utilizes customized molds, tools and machines for this purpose. As earlier noted, WSI (Magna) opposes WAG's inspection claim on the grounds that (i) the demand was not under oath as the statute requires; (ii) WAG has not shown that its stated purpose is, in fact, its true purpose; (iii) WAG has not demonstrated that the broad categories of documents WAG seeks to inspect are essential and sufficient to its purpose; and (iv) if inspection is allowed, its scope should be limited to protect WSI against competitive harm threatened by WAG. H310L is a Accordingly, the only real issue to be decided in connection with Kortm's inspection right is whether that right is properly subjected to one or more of the conditions that WSI (Magna) seeks to impose. Consequently, it is not necessary to decide at the design stage which roof system will be integrated in later vehicle models. That evidence concerns activities that were not the subject of any protest by or dispute with Magna, until WAG filed the Section 273 dissolution action. There shall be one limitation, which shall apply equally to WAG and Kortm. Dimensions Overall: 3 1/2 x 5 in. The advanced technology and design allow for individual freedom. Camera, radar and lidar technologies lay the foundation for safety and reliable 360 environment detection in autonomous driving. The integration of solar cells into electric and hybrid vehicle roofs is attracting a great deal of interest. WAG and Kortm are the plaintiffs in this action. Today, Webasto considers the value a guiding principle for meeting economic, ecological and social responsibility requirements with holistic solutions. Venus solar privacy glass, self-deploy wind deflector, full width integral Webasto roof systems can be equipped with a wide range of innovative functions. ELECTRIC SPOILER SUNROOFS composite frame with tight radius corners and curved leading edge, dark solar We still have some repair parts available. For the reasons next discussed, I conclude that WAG's demand was under oath within the meaning of the statute, and that its stated valuation purpose is, in fact, its true purpose. Maker Unknown Date 4/23/1981. Inalfa Event Series Spoiler sunroofs are backed by Low profile 2. We pride ourselves on manufacturing each sunroof to perfection, allowing you ample freedom, comfort and convenience. H321L is the And yet Webasto's fixed roof systems are more than just a glass roof: the integration of innovative technologies such as switchable glazing or ambient lighting complete the advantages of installation space optimization and weight reduction to create a perfect solution for electromobile use. 19. English. Webasto and Bosch are for the first time showing their jointly developed prototype in the field of autonomous vehicle sensor integration. Webasto 40 Inch Marine Sunroof. Hollandia 300 Series Spoiler sunroofs by Webasto are backed by a 5-Year/50,000 mile Limited Warranty, INALFA 2020 - no inventory available. (Response to Petition for Discontinuance and Exhibit B thereto). An additional purpose that WAG relies upon is that it was considering financing options, including a public bond issuance, which require an accurate determination of the value of all its assets and investments. features a grey quick-fit interior with full No. Webasto understands market and regional needs and can effectively meet demands. Webasto solutions ensure a comfortable working climate both in the interior and cargo space, even without the engine running. I am being told that their 2 stage sunroof has been discontinued to to issues with them. at 1 (June 12, 1998) (citing Holdgreiwe v. The Nostalgia Network, Inc., Del. See more Aftermarket Webasto Solaire Model 4300 Sunroof - eBay Money Back Guarantee - opens in a new window or tab. PU foam encapsulation is a special bonding method using adhesive and filler that gives the visible surface a high-quality and visually appealing finish. This proceeding followed. Series 20. Op. Second, WSI fails to explain why other bidders would be dissuaded if WAG has prior access to those secrets, but would not be if Magna, also a potential bidder, has the same access.30. rel. manufacturers. 17. It is scheduled for a Webasto sunroof install and today I am being told that their 2 stage sunroof has been discontinued to to issues with them. For example, a simple, non-powered aftermarket sunroof costs around $300 for the part. Magna (through WSI) does not deny that these events occurred, but contends that WAG's claimed need for more information was and is pretextual. Fifth, and most important, on May 19, 1999, WAG filed an action in this Court under 8 Del. A very economical manual or electrical sliding rooffor more light and fresh air on board. At the same time, markets are becoming increasingly volatile. In rare instances, conditions existing with the adhesive bond between the glass and metal frame in these affected Hollandia 700/600 and Hollandia TVS 900 series aftermarket (non-factory installed) sunroofs can increase the risk that the sunroof glass may completely debond from its frame. Features 15. As for the remaining arguments I conclude that for the same reasons they do not defeat WAG's entitlement to inspection, those arguments also should not operate to limit or restrict the scope of WAG's inspection. Co., aff'd, Del.Supr., 681 A.2d 1026, 1035 (1996) (citing Helmsman). Second, WAG formed a new corporation (Webasto Roof and Body Systems of Lapeer, Michigan) to offer services, products, and engineering technology to its customers in North America. By expanding its competencies, the company is able to tap new. Use multiple sunroofs to create a panoramic view! Webasto offers automakers a solution for roof systems that allows them to respond flexibly to different market requirements. Send us a message via our contact form and we will get in touch with you. Only the first 500 items are shown. Well take a look and remove the review if it doesnt follow our guidelines. leading edge, Venus solar privacy glass, self-deploy wind deflector, lighted View cart for details. Shakers are used to test the opening and closing functions under strong vibrations to ensure the roof functions smoothly on any surface. Size 16x30. outside frame. What is this? switch, full wrap interior and integral self storing cloth sunshade (roller Terms. Specifically, in its response to the demand letter, Magna imposed the following restrictions on Mr. Kortm's inspection: a requirement that other persons who will assist in the inspection be identified at least three business days in advance; a limitation on other participants to only those persons who represent you personally in such capacity, and who do not have any other interest or representation which may conflict with the interests of WSI ; a requirement that Kortm sign a confirmation that he would be inspecting and using WSI documents only in his capacity as a WSI director, and that any other person who assists in the inspection sign a similar confirmation; and, an agreement that, by inspecting the documents, Mr. Kortm would not disclose the information to any third parties, including any competitor or potential competitor, and WAG itself.12. Add To Cart. switch, and one-touch electronic control. 10. With technical expertise, passion, enthusiasm and attention to detail, Webastos employees develop technologies that make vehicle roof systems unique. a full size composite frame electric sunroof packed with features including Ch., C.A. to Products page] PU foam encapsulation is used to merge mounted parts, such as screws and reinforcements, with a glass pane by using polyurethane material. $200.00 shipping. WSI is a joint venture formed under a shareholders agreement dated May 1, 1984 (the Shareholders Agreement) between plaintiff Webasto AG Fahrzeugtechnik (WAG) and a subsidiary of Magna International, Inc. (Magna).2 WSI employs approximately 900 people and in 1998 it had net sales of approximately $201 million. Features a composite frame, with curved Automotive manufacturers are faced with the challenge of meeting a multitude of global customer requirements. We only use agent-approved parts. 4. HOLLANDIA 700-III ENTRY INBUILT SUNROOF The Hollandia 700-III Entry offers three available sizes to fit nearly any vehicle. Magna also reserved the right to decide what documents Kortm could copy. also). Optional removable panel The company produces in the market for the market and works primarily with suppliers in the respective regions. I conclude that the original demand, while not in the customary form, satisfied the requirements of 220(b). Webasto Series 20 Marine Sunroof. Magna (WSI) responds that the demand letter, and this action, are simply a part of WAG's exit strategy from the joint venture, and a strategem to enable WAG to obtain sensitive information that WAG will use competitively to WSI's disadvantage. In addition, 'smart glass' is also playing an increasingly important role in autonomous driving cars, for which we have also developed the Roof Sensor Module, for example in terms of privacy, safety and entertainment. The market leader offers a suitable sunroof for every vehicle type and model: Webasto offers body-color sunroofs made of various materials, for instance polyurethane composites. Webasto specializes in the development and production of complex systems. A very economical manual or electrical sliding roof Webasto Series 20 Marine Sunroof. a compact frame electric sunroof with neutral color quick-fit, is Has anybody heard different? As Vice Chancellor Lamb has stated, the Court has the power and the discretion to limit [a] director's access to information, but that is a discretion that I would sparingly exercise because, frankly, [the Court is] not the fiduciary charged with duties to the corporation and its stockholders; rather, the director is.16. a 13. A very economical manual or electrical sliding rooffor more light and fresh air on board. Suitable for sport and compact cars where larger sunroofs are too See, e.g., CM & M Group, Inc. v. Carroll, Del.Supr., 453 A.2d 788, 792-93 (1982); Helmsman Management, 525 A.2d at 165; Ostrow v. Bonney Forge Corp., Del. The Shareholders Agreement governs the relationship between the two stockholders. size electric sunroof with a luxurious hard panel retractable sunshade. WSI also argues that WAG has already performed a preliminary valuation of its investment, which shows that WAG's stated valuation purpose is pretextual.
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