17-1287.   Same; control share acquisition, defined.(a) "Control share acquisition" means the acquisition,directly or indirectly, by any person of ownership of, or the power todirect the exercise of voting power with respect to, issued and outstandingcontrol shares.

      (b)   For purposes of this act, all shares acquired within a 120 dayperiod, and all shares acquired pursuant to a plan to make a control shareacquisition, are deemed to have been acquired in the same acquisition.

      (c)   The acquisition of any shares of an issuing public corporation doesnot constitute a control share acquisition if the acquisition isconsummated in any of the following circumstances:

      (1)   An acquisition before, or pursuant to an agreement existing beforethe effective date of this act.

      (2)   Pursuant to a will or other testamentary disposition, the laws ofdescent and distribution or by inter vivos gift when the gift is made ingood faith and not for the purpose of circumventing this act.

      (3)   Pursuant to the satisfaction of a pledge or other security interestcreated in good faith and not for the purpose of circumventing this act.

      (4)   Pursuant to a merger or consolidation effected in compliance withK.S.A. 17-6701 et seq., and amendments thereto, if the issuing publiccorporation is a party to the agreement of merger or consolidation.

      (5)   An acquisition from the issuing public corporation.

      (6)   An acquisition for the benefit of others by a person acting in goodfaith and not for the purpose of circumventing this act to the extent thatthe person may not exercise or direct the exercise of the voting power ordisposition of the shares except upon the instruction of others.

      (7)   An acquisition by or from a person whose shares have been accordedvoting rights in compliance with this act, or an acquisition from a personwhose previous acquisition would have constituted a control shareacquisition but for paragraphs (1) through (6) of this subsection if theacquisition entitles the person making the acquisition, directly orindirectly, alone or as part of a group, to exercise or direct the exerciseof voting power of the corporation in the election of directors within arange not in excess of the range of voting power associated with the sharesas previously held.

      History:   L. 1988, ch. 93, § 2; April 21.