10-2742

10-2742. Requirements after three
years

Except for the provisions of sections 10-2741 and 10-2743, an issuing public
corporation may not engage at any time in any business combination or vote, consent or
otherwise act to authorize a subsidiary of the issuing public corporation to engage in
any business combination with respect to, proposed by or on behalf of or pursuant to any
agreement, arrangement or understanding, whether or not in writing, with an interested
shareholder of the issuing public corporation or any affiliate or associate of the
interested shareholder other than a business combination meeting all the requirements of
this chapter, any other applicable section of this title, the articles of incorporation
of the issuing public corporation and the requirements specified in any of the following:

1. A business combination, with respect to which the consummation date is no
earlier than three years after the interested shareholder's share acquisition date,
approved by the board of directors of the issuing public corporation before the
interested shareholder's share acquisition date, or as to which the acquisition of shares
made by the interested shareholder on the interested shareholder's share acquisition date
had been approved by the board of directors of the issuing public corporation before the
interested shareholder's share acquisition date.

2. A business combination approved by the affirmative vote of the shareholders
holding a majority of the voting power of all shares, excluding shares beneficially owned
by the interested shareholder proposing the business combination or any affiliate or
associate of the interested shareholder proposing the business combination, at a meeting
called for that purpose no earlier than three years after the interested shareholder's
share acquisition date.

3. A business combination, with respect to which the consummation date is no
earlier than three years after the interested shareholder's share acquisition date, that
meets all of the following conditions:

(a) The aggregate amount of the cash and the market value as of the consummation
date of consideration other than cash to be received per share by holders of outstanding
common shares of the issuing public corporation in the business combination is at least
equal to the higher of the following:

(i) The highest per share price paid by the interested shareholder, at a time when
the interested shareholder was the beneficial owner, directly or indirectly, of five per
cent or more of the voting power of all shares of the issuing public corporation, for any
common shares of the same class or series acquired by it within the three year period
immediately before the announcement date with respect to the business combination or
within the three year period immediately before, or in, the transaction in which the
interested shareholder became an interested shareholder, whichever is higher, plus, in
either case, interest compounded annually from the earliest date on which the highest per
share acquisition price was paid through the consummation date at the rate for one year
United States treasury obligations from time to time in effect less the aggregate amount
of any cash dividends paid, and the market value of any dividends paid other than in
cash, per common share since the earliest date, up to the amount of the interest.

(ii) The market value per common share on the announcement date with respect to the
business combination or on the interested shareholder's share acquisition date, whichever
is higher, plus interest compounded annually from that date through the consummation date
at the rate for one year United States treasury obligations from time to time in effect
less the aggregate amount of any cash dividends paid, and the market value of any
dividends paid other than in cash, per common share since that date, up to the amount of
the interest.

(b) The aggregate amount of the cash and the market value as of the consummation
date of consideration other than cash to be received per share by holders of outstanding
shares of any class or series of stock, other than common shares, of the issuing public
corporation in the business combination is at least equal to the highest of the
following, whether or not the interested shareholder has previously acquired any stock of
the class or series:

(i) The highest per share price paid by the interested shareholder, at a time when
the interested shareholder was the beneficial owner, directly or indirectly, of five per
cent or more of the voting power of all shares of the issuing public corporation, for any
shares of the class or series acquired by it within the three year period immediately
before the announcement date with respect to the business combination or within the three
year period immediately before, or in, the transaction in which the interested
shareholder became an interested shareholder, whichever is higher, plus, in either case,
interest compounded annually from the earliest date on which the highest per share
acquisition price was paid through the consummation date at the rate for one year United
States treasury obligations from time to time in effect less the aggregate amount of any
cash dividends paid and the market value of any dividends paid other than in cash, per
share of the class or series since such earliest date, up to the amount of the interest.

(ii) The highest preferential amount per share to which the holders of stock of the
class or series are entitled in the event of any voluntary liquidation, dissolution or
winding up of the issuing public corporation, plus the aggregate amount of any unpaid
dividends declared or due as to which the holders are entitled before payment of
dividends on some other class or series of stock, unless the aggregate amount of the
dividends is included in the preferential amount.

(iii) The market value per share of the class or series on the announcement date
with respect to the business combination or on the interested shareholder's share
acquisition date, whichever is higher, plus interest compounded annually from that date
through the consummation date at the rate for one year United States treasury obligations
from time to time in effect less the aggregate amount of any cash dividends paid and the
market value of any dividends paid other than in cash, per share of the class or series
since that date, up to the amount of the interest.

(c) The consideration to be received by holders of a particular class or series of
outstanding stock, including common shares, of the issuing public corporation in the
business combination is in cash or in the same form as the interested shareholder has
used to acquire the largest number of shares of the class or series of stock previously
acquired by it and the consideration is distributed promptly.

(d) The holders of all outstanding stock of the issuing public corporation not
beneficially owned by the interested shareholder immediately before the consummation date
with respect to the business combination are entitled to receive in the business
combination cash or other consideration for the stock in compliance with subdivisions
(a), (b) and (c).

(e) After the interested shareholder's share acquisition date and before the
consummation date with respect to the business combination, the interested shareholder
has not become the beneficial owner of any additional shares of the issuing public
corporation except:

(i) As part of the transaction that resulted in the interested shareholder becoming
an interested shareholder.

(ii) By virtue of proportionate share splits, share dividends or other
distributions of shares in respect of shares not constituting a business combination.

(iii) Through a business combination meeting all of the conditions of this article.

(iv) Through purchase by the interested shareholder at any price that, if the price
had been paid in an otherwise permissible business combination the announcement date and
consummation date of which were the date of the purchase, would have satisfied the
requirements of subdivisions (a), (b) and (c).