10-2721

10-2721. Control share acquisitions; exemption
from article

A. This article does not apply to a control share acquisition if any of the
following applies:

1. The articles of incorporation or bylaws of the issuing public corporation
contain a provision adopted before it became an issuing public corporation and not
subsequently amended expressly electing not to be subject to this article.

2. An amendment to the articles of incorporation or bylaws of the issuing public
corporation is approved by the shareholders which hold a majority of the outstanding
voting power of all shares, excluding shares beneficially owned by interested
shareholders and their affiliates and associates, expressly electing not to be subject to
this article and the amendment provides that it does not apply to any control share
acquisition made on or before the effective date of the amendment to the articles of
incorporation or bylaws.

3. The control share acquisition was consummated before, or a binding agreement to
make the control share acquisition was entered into before, July 23, 1987.

4. The control share acquisition was inadvertent and the acquiring person, as soon
as practicable, divests itself of a sufficient amount of the shares so that it no longer
is the beneficial owner, directly or indirectly, of shares within the range specified in
section 10-2722, subsection A that resulted in the control share acquisition.

5. The corporation, by action of its board of directors, adopts an amendment to its
bylaws within forty-five days of the effective date of this section expressly electing
not to be governed by this article.

B. An amendment to the bylaws adopted pursuant to subsection A, paragraph 2 of this
section shall not be further amended by the board of directors without the approval of
the shareholders which hold a majority of the outstanding voting power of all shares
excluding shares beneficially owned by interested shareholders and their affiliates and
associates.

C. An amendment to the bylaws adopted pursuant to subsection A, paragraph 5 shall
not be further amended by the board of directors without the approval of shareholders
which hold a majority of the outstanding voting power of all shares excluding shares
beneficially owned by interested shareholders and their affiliates and associates.