| | |
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, any of which has the effect, | | directly or indirectly, of increasing the proportionate | | share of the outstanding shares of any class or series of | | voting shares or securities convertible into voting | | shares of that domestic corporation or any subsidiary of | | that domestic corporation that is directly or indirectly | | owned by that interested shareholder or any affiliate or | | associate of that interested shareholder, except as a | | result of immaterial changes due to fractional share | | adjustments; or |
|
| | | (6) Any receipt by that interested shareholder or any | | affiliate or associate of that interested shareholder | | of the benefit, directly or indirectly, except | | proportionately as a shareholder of the domestic | | corporation, of any loans, advances, guarantees, | | pledges or other financial assistance or any tax | | credits or other tax advantages provided by or through | | that domestic corporation. |
|
| | | Sec. B-105. 13-C MRSA §1202, sub-§§5 and 9, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
|
| | | 5. Majority approval of disposition. Unless the articles of | | incorporation or the corporation's board of directors, acting | | pursuant to subsection 3, requires a greater vote, approval of a | | disposition requires the approval of the shareholders by a | | majority of all the votes entitled to be cast on the plan by the | | shareholders and, if any class or series is entitled to vote as a | | separate voting group on the disposition, the approval of each | | separate voting group by a majority of all the votes entitled to | | be cast on the disposition by that voting group. The articles of | | incorporation may provide that a disposition may be approved by a | | lesser vote of each voting group entitled to vote on the | | disposition, but in no case may a disposition be approved by less | | than a majority of the votes cast by that voting group at a | | meeting at which there exists, for each such voting group, a | | quorum consisting of at least a majority of the votes entitled to | | be cast on the disposition by each voting group entitled to vote | | on the disposition. |
|
| | | 9. Consent of shareholders. A disposition that requires | | approval of the corporation's shareholders under subsection 1 may | be authorized by written consent of all the shareholders of the | corporation, whether or not the shareholders are entitled to vote |
|
|