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action requiring appraisal rights pursuant to section 1302 | | was, a senior executive or director of the corporation or a | | senior executive of any affiliate of the corporation, and that | | senior executive or director, as a result of the corporate | | action, receives a financial benefit not generally available | | to other shareholders as such, other than: |
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| | | (1) Employment, consulting, retirement or similar | | benefits established separately and not as part of or | | in contemplation of the corporate action; |
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| | | (2) Employment, consulting, retirement or similar | | benefits established in contemplation of, or as part | | of, the corporate action that are not more favorable | | than those existing before the corporate action or, if | | more favorable, that have been approved on behalf of | | the corporation in the same manner as is provided in | | section 873; or |
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| | | (3) In the case of a director of the corporation who | | will, in the corporate action, become a director of the | | acquiring entity in the corporate action or one of its | | affiliates, rights and benefits as a director that are | | provided on the same basis as those afforded by the | | acquiring entity generally to other directors of such | | entity or such affiliate. |
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| | | For the purposes of this subsection, the term "beneficial owner" | | means any person who, directly or indirectly, through any | | contract, arrangement or understanding, other than a revocable | | proxy, has or shares the power to vote or to direct the voting of | | shares, except that a member of a national securities exchange | | may not be considered to be a beneficial owner of securities held | | directly or indirectly by the member on behalf of another person | | solely because that member is the record holder of such | | securities if the member is precluded by the rules of such | | exchange from voting without instruction on contested matters or | | matters that may affect substantially the rights or privileges of | | the holders of the securities to be voted. When 2 or more | | persons agree to act together for the purpose of voting their | | shares of the corporation, each member of the group formed by | | that agreement is considered to have acquired beneficial | | ownership, as of the date of such agreement, of all voting shares | | of the corporation beneficially owned by any member of the group. |
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| | | Sec. 6. 13-C MRSA §1306, sub-§2, ķA, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | A. Submits to the corporation the record shareholder's written | | consent to the assertion of the rights no later than |
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