LD 1539
pg. 55
Page 54 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 56 of 101
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LR 1942
Item 1

 
corporation, whether or not it is an interested
shareholder of that domestic corporation, that is, or
after a merger or consolidation share exchange would be,
an affiliate or associate of that interested shareholder,
or any other corporation if the merger or consolidation
share exchange is caused by that interested shareholder
and as a result of that merger or consolidation share
exchange this section is not applicable to the surviving
corporation;

 
(1-A)__Any conversion or domestication proposed by an
interested shareholder or for which an interested
shareholder votes, as a result of which this section is
not applicable to the resulting entity;

 
(2) Any sale, lease, exchange, mortgage, pledge,
transfer or other disposition, in one transaction or a
series of transactions, of assets of that domestic
corporation or any subsidiary of that domestic
corporation having an aggregate market value equal to
10% or more of the aggregate market value, or book
value determined in accordance with good accounting
practices, of all the assets, determined on a
consolidated basis, of that domestic corporation,
having an aggregate market value equal to 10% or more
of the aggregate market value of all the outstanding
shares of that domestic corporation, or representing
10% or more of the earning power or income, determined
on a consolidated basis, of that domestic corporation
proposed by, on behalf of or pursuant to any agreement,
arrangement or understanding, whether or not in
writing, with that interested shareholder or any
affiliate or associate of that interested shareholder;

 
(3) The issuance or transfer by that domestic
corporation or any subsidiary of that domestic
corporation, in one transaction or a series of
transactions, of any shares of that domestic
corporation or any subsidiary of that domestic
corporation that has an aggregate market value equal to
5% or more of the aggregate market value of all the
outstanding shares of that domestic corporation to that
interested shareholder or any affiliate or associate of
that interested shareholder, except pursuant to the
exercise of warrants or rights to purchase shares
offered, or a dividend or distribution paid or made,
pro rata to all shareholders of that domestic
corporation;


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