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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; |
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| (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; |
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| (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; |
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| (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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