17-12,101.   Same; acts prohibited; exceptions.Notwithstanding any other provisions of chapter 17 of theKansas Statutes Annotated, a corporation shall not engage in any businesscombination with any interested stockholder for a period of three yearsfollowing the date that such stockholder became an interested stockholder, unless:

      (a)   Prior to such date the board of directors of the corporationapproved either the business combination or the transaction which resultedin the stockholder becoming an interested stockholder;

      (b)   upon consummation of the transaction which resulted in thestockholder becoming an interested stockholder, the interested stockholderowned at least 85% of the voting stock of the corporation outstanding atthe time the transaction commenced, excluding for purposes of determiningthe number of shares outstanding those shares owned by persons who aredirectors and also officers and employee stock plans in which employeeparticipants do not have the right to determine confidentially whethershares held subject to the plan will be tendered in a tender or exchange offer; or

      (c)   on or subsequent to such date the business combination is approvedby the board of directors and authorized at an annual or special meeting ofstockholders, and not by written consent, by the affirmative vote of atleast 66 2/3% of the outstanding voting stock which is not owned by theinterested stockholder.

      History:   L. 1989, ch. 75, § 2; July 1.