| | | (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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| | | (4) The adoption of any plan or proposal for the | | liquidation or dissolution 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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| | | (5) Any reclassification of securities, including, without | | limitation, any share split, share dividend or other distribution | | of shares, or any reverse share split, or recapitalization of | | that domestic corporation, or any merger or consolidation of that | | domestic corporation, with any subsidiary of that domestic | | corporation, or any other transaction, whether or not with, or | | into, or otherwise involving that interested shareholder, | | proposed by, on behalf of or |
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