(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ControlShare Acquisition Act.
(b) In this Article:
(1) "Beneficialownership" of shares means the sole or shared ownership of any shares orthe sole or shared power to vote any shares or to direct the exercise of votingpower of any shares, whether such ownership or power is direct or indirect orthrough any contract, arrangement, understanding, relationship or otherwise,and includes shares beneficially owned by any person acting in concert withsuch beneficial owner pursuant to any contract, arrangement, understanding,relationship or otherwise. Notwithstanding the foregoing, beneficial ownershipdoes not include shares acquired in the ordinary course of business for thebenefit of others in good faith and not for the purpose of circumventing thisArticle, unless the acquiror of such shares may exercise or direct the exerciseof voting of such shares without instruction from others.
(2) "Controlshares" means shares of a covered corporation that when added to all othershares of the corporation beneficially owned by a person would entitle (exceptfor this Article) that person to voting power in the election of directors thatis equal to or greater than any of the following levels of voting power:
a. One‑fifth ofall voting power.
b. One‑third ofall voting power.
c. A majority of allvoting power.
(3) "Control shareacquisition" means the acquisition by any person of beneficial ownershipof control shares, except that the acquisition of beneficial ownership of anyshares of a covered corporation does not constitute a control share acquisitionif the acquisition is consummated in any of the following circumstances:
a. Before April 30,1987.
b. Pursuant to acontract existing before April 30, 1987, with either:
(i) The coveredcorporation; or
(ii) A seller of suchshares who owned such shares before April 30, 1987.
c. Pursuant to the lawsof descent and distribution.
d. Pursuant to thesatisfaction of a pledge or other security interest created in good faith andnot for the purpose of circumventing this Article.
e. Pursuant to atransaction effected in compliance with applicable law, but only if thetransaction is pursuant to an agreement to which the covered corporation is aparty.
f. Pursuant to thesale of such shares by the covered corporation or its parent or subsidiarycorporation.
g. Pursuant to awritten agreement to which the covered corporation is a party that permits thepurchasers of shares from the covered corporation or its parent or subsidiarycorporation also to purchase in any manner within 90 days before or after thepurchase from the covered corporation or its parent or subsidiary up to thesame aggregate number of shares as were sold by the covered corporation or itsparent or subsidiary corporation.
h. By an employeebenefit plan established by the covered corporation.
i. Before thecorporation became a covered corporation.
Forpurposes of this definition, shares acquired within any consecutive 90‑dayperiod or shares acquired pursuant to a plan to make a control shareacquisition are considered to have been acquired in the same acquisition.
(4) "Interestedshares" means the shares of a covered corporation beneficially owned byany of the following persons:
a. Any person who hasacquired or proposes to acquire control shares in a control share acquisition.
b. Any officer of thecovered corporation.
c. Any employee of thecovered corporation who is also a director of the corporation.
(5) "Coveredcorporation" means a corporation that:
a. Is incorporatedunder the laws of North Carolina and has substantial assets within NorthCarolina;
b. Has a class ofshares registered under Section 12 of the Securities Exchange Act of 1934;
c. Has its principalplace of business or principal office within North Carolina; and
d. Has either:
(i) More than tenpercent (10%) of its shareholders resident in North Carolina; or
(ii) More than tenpercent (10%) of its shares owned by North Carolina residents.
(6) The residence of ashareholder is presumed to be the address appearing in the records of thecorporation.
(7) For purposes ofcalculating the percentages or numbers described in subsection (b)(5) of thissection, any shares held in trust or by a nominee shall be deemed to be held bythe beneficiaries of such trust or by the beneficiaries of such shares held bysuch nominee. (1987,c. 182, s. 1; 1989, c. 200, s. 1; c. 265, s. 1; 1989 (Reg. Sess., 1990), c.1024, s. 12.16; 2001‑201, s. 16.)
(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ControlShare Acquisition Act.
(b) In this Article:
(1) "Beneficialownership" of shares means the sole or shared ownership of any shares orthe sole or shared power to vote any shares or to direct the exercise of votingpower of any shares, whether such ownership or power is direct or indirect orthrough any contract, arrangement, understanding, relationship or otherwise,and includes shares beneficially owned by any person acting in concert withsuch beneficial owner pursuant to any contract, arrangement, understanding,relationship or otherwise. Notwithstanding the foregoing, beneficial ownershipdoes not include shares acquired in the ordinary course of business for thebenefit of others in good faith and not for the purpose of circumventing thisArticle, unless the acquiror of such shares may exercise or direct the exerciseof voting of such shares without instruction from others.
(2) "Controlshares" means shares of a covered corporation that when added to all othershares of the corporation beneficially owned by a person would entitle (exceptfor this Article) that person to voting power in the election of directors thatis equal to or greater than any of the following levels of voting power:
a. One‑fifth ofall voting power.
b. One‑third ofall voting power.
c. A majority of allvoting power.
(3) "Control shareacquisition" means the acquisition by any person of beneficial ownershipof control shares, except that the acquisition of beneficial ownership of anyshares of a covered corporation does not constitute a control share acquisitionif the acquisition is consummated in any of the following circumstances:
a. Before April 30,1987.
b. Pursuant to acontract existing before April 30, 1987, with either:
(i) The coveredcorporation; or
(ii) A seller of suchshares who owned such shares before April 30, 1987.
c. Pursuant to the lawsof descent and distribution.
d. Pursuant to thesatisfaction of a pledge or other security interest created in good faith andnot for the purpose of circumventing this Article.
e. Pursuant to atransaction effected in compliance with applicable law, but only if thetransaction is pursuant to an agreement to which the covered corporation is aparty.
f. Pursuant to thesale of such shares by the covered corporation or its parent or subsidiarycorporation.
g. Pursuant to awritten agreement to which the covered corporation is a party that permits thepurchasers of shares from the covered corporation or its parent or subsidiarycorporation also to purchase in any manner within 90 days before or after thepurchase from the covered corporation or its parent or subsidiary up to thesame aggregate number of shares as were sold by the covered corporation or itsparent or subsidiary corporation.
h. By an employeebenefit plan established by the covered corporation.
i. Before thecorporation became a covered corporation.
Forpurposes of this definition, shares acquired within any consecutive 90‑dayperiod or shares acquired pursuant to a plan to make a control shareacquisition are considered to have been acquired in the same acquisition.
(4) "Interestedshares" means the shares of a covered corporation beneficially owned byany of the following persons:
a. Any person who hasacquired or proposes to acquire control shares in a control share acquisition.
b. Any officer of thecovered corporation.
c. Any employee of thecovered corporation who is also a director of the corporation.
(5) "Coveredcorporation" means a corporation that:
a. Is incorporatedunder the laws of North Carolina and has substantial assets within NorthCarolina;
b. Has a class ofshares registered under Section 12 of the Securities Exchange Act of 1934;
c. Has its principalplace of business or principal office within North Carolina; and
d. Has either:
(i) More than tenpercent (10%) of its shareholders resident in North Carolina; or
(ii) More than tenpercent (10%) of its shares owned by North Carolina residents.
(6) The residence of ashareholder is presumed to be the address appearing in the records of thecorporation.
(7) For purposes ofcalculating the percentages or numbers described in subsection (b)(5) of thissection, any shares held in trust or by a nominee shall be deemed to be held bythe beneficiaries of such trust or by the beneficiaries of such shares held bysuch nominee. (1987,c. 182, s. 1; 1989, c. 200, s. 1; c. 265, s. 1; 1989 (Reg. Sess., 1990), c.1024, s. 12.16; 2001‑201, s. 16.)
(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ControlShare Acquisition Act.
(b) In this Article:
(1) "Beneficialownership" of shares means the sole or shared ownership of any shares orthe sole or shared power to vote any shares or to direct the exercise of votingpower of any shares, whether such ownership or power is direct or indirect orthrough any contract, arrangement, understanding, relationship or otherwise,and includes shares beneficially owned by any person acting in concert withsuch beneficial owner pursuant to any contract, arrangement, understanding,relationship or otherwise. Notwithstanding the foregoing, beneficial ownershipdoes not include shares acquired in the ordinary course of business for thebenefit of others in good faith and not for the purpose of circumventing thisArticle, unless the acquiror of such shares may exercise or direct the exerciseof voting of such shares without instruction from others.
(2) "Controlshares" means shares of a covered corporation that when added to all othershares of the corporation beneficially owned by a person would entitle (exceptfor this Article) that person to voting power in the election of directors thatis equal to or greater than any of the following levels of voting power:
a. One‑fifth ofall voting power.
b. One‑third ofall voting power.
c. A majority of allvoting power.
(3) "Control shareacquisition" means the acquisition by any person of beneficial ownershipof control shares, except that the acquisition of beneficial ownership of anyshares of a covered corporation does not constitute a control share acquisitionif the acquisition is consummated in any of the following circumstances:
a. Before April 30,1987.
b. Pursuant to acontract existing before April 30, 1987, with either:
(i) The coveredcorporation; or
(ii) A seller of suchshares who owned such shares before April 30, 1987.
c. Pursuant to the lawsof descent and distribution.
d. Pursuant to thesatisfaction of a pledge or other security interest created in good faith andnot for the purpose of circumventing this Article.
e. Pursuant to atransaction effected in compliance with applicable law, but only if thetransaction is pursuant to an agreement to which the covered corporation is aparty.
f. Pursuant to thesale of such shares by the covered corporation or its parent or subsidiarycorporation.
g. Pursuant to awritten agreement to which the covered corporation is a party that permits thepurchasers of shares from the covered corporation or its parent or subsidiarycorporation also to purchase in any manner within 90 days before or after thepurchase from the covered corporation or its parent or subsidiary up to thesame aggregate number of shares as were sold by the covered corporation or itsparent or subsidiary corporation.
h. By an employeebenefit plan established by the covered corporation.
i. Before thecorporation became a covered corporation.
Forpurposes of this definition, shares acquired within any consecutive 90‑dayperiod or shares acquired pursuant to a plan to make a control shareacquisition are considered to have been acquired in the same acquisition.
(4) "Interestedshares" means the shares of a covered corporation beneficially owned byany of the following persons:
a. Any person who hasacquired or proposes to acquire control shares in a control share acquisition.
b. Any officer of thecovered corporation.
c. Any employee of thecovered corporation who is also a director of the corporation.
(5) "Coveredcorporation" means a corporation that:
a. Is incorporatedunder the laws of North Carolina and has substantial assets within NorthCarolina;
b. Has a class ofshares registered under Section 12 of the Securities Exchange Act of 1934;
c. Has its principalplace of business or principal office within North Carolina; and
d. Has either:
(i) More than tenpercent (10%) of its shareholders resident in North Carolina; or
(ii) More than tenpercent (10%) of its shares owned by North Carolina residents.
(6) The residence of ashareholder is presumed to be the address appearing in the records of thecorporation.
(7) For purposes ofcalculating the percentages or numbers described in subsection (b)(5) of thissection, any shares held in trust or by a nominee shall be deemed to be held bythe beneficiaries of such trust or by the beneficiaries of such shares held bysuch nominee. (1987,c. 182, s. 1; 1989, c. 200, s. 1; c. 265, s. 1; 1989 (Reg. Sess., 1990), c.1024, s. 12.16; 2001‑201, s. 16.)
