§ 7-5.2-5 Exemptions. – The provisions of this chapter do not apply:
(1) To any business combination of a resident domesticcorporation that does not have a class of voting stock registered with thesecurities and exchange commission pursuant to § 12 of the Exchange Act,15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;
(2) To any business combination of a resident domesticcorporation whose articles of incorporation have been amended to provide thatthe resident domestic corporation is subject to the provisions of this chapter,which did not have a class of voting stock registered with the securities andexchange commission pursuant to § 12 of the Exchange Act, 15 U.S.C. §78l, on the effective date of the amendment, and which is a businesscombination with an interested shareholder whose stock acquisition date isprior to the effective date of the amendment;
(3) To any business combination of a resident domesticcorporation:
(i) The original articles of incorporation of which contain aprovision expressly electing not to be governed by this chapter,
(ii) Which adopts an amendment to the resident domesticcorporation's bylaws prior to March 31, 1991, expressly electing not to begoverned by this chapter, or
(iii) Which adopts an amendment to the resident domesticcorporation's articles of incorporation, approved by the affirmative vote ofthe holders, other than interested shareholders and their affiliates andassociates, of two-thirds ( 2/3) of the outstanding voting stock of theresident domestic corporations, excluding the voting stock of interestedshareholders and their affiliates and associates, expressly electing not to begoverned by this chapter, provided that the amendment to the articles ofincorporation is not effective until twelve (12) months after the vote of theresident domestic corporation's shareholders and does not apply to any businesscombination of the resident domestic corporation with an interested shareholderwhose stock acquisition date is on or prior to the effective date of theamendment; or
(4) To any business combination of a resident domesticcorporation with an interested shareholder of the resident domestic corporationwhich became an interested shareholder inadvertently, if the interestedshareholder:
(i) As soon as practicable, divests itself of a sufficientamount of the voting stock of the resident domestic corporation that it nolonger is the beneficial owner, directly or indirectly, of ten percent (10%) ormore of the outstanding voting stock of the resident domestic corporation, and
(ii) Would not at any time within the five (5) year periodpreceding the announcement date with respect to the business combination havebeen an interested shareholder but for the inadvertent acquisition.
§ 7-5.2-5 Exemptions. – The provisions of this chapter do not apply:
(1) To any business combination of a resident domesticcorporation that does not have a class of voting stock registered with thesecurities and exchange commission pursuant to § 12 of the Exchange Act,15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;
(2) To any business combination of a resident domesticcorporation whose articles of incorporation have been amended to provide thatthe resident domestic corporation is subject to the provisions of this chapter,which did not have a class of voting stock registered with the securities andexchange commission pursuant to § 12 of the Exchange Act, 15 U.S.C. §78l, on the effective date of the amendment, and which is a businesscombination with an interested shareholder whose stock acquisition date isprior to the effective date of the amendment;
(3) To any business combination of a resident domesticcorporation:
(i) The original articles of incorporation of which contain aprovision expressly electing not to be governed by this chapter,
(ii) Which adopts an amendment to the resident domesticcorporation's bylaws prior to March 31, 1991, expressly electing not to begoverned by this chapter, or
(iii) Which adopts an amendment to the resident domesticcorporation's articles of incorporation, approved by the affirmative vote ofthe holders, other than interested shareholders and their affiliates andassociates, of two-thirds ( 2/3) of the outstanding voting stock of theresident domestic corporations, excluding the voting stock of interestedshareholders and their affiliates and associates, expressly electing not to begoverned by this chapter, provided that the amendment to the articles ofincorporation is not effective until twelve (12) months after the vote of theresident domestic corporation's shareholders and does not apply to any businesscombination of the resident domestic corporation with an interested shareholderwhose stock acquisition date is on or prior to the effective date of theamendment; or
(4) To any business combination of a resident domesticcorporation with an interested shareholder of the resident domestic corporationwhich became an interested shareholder inadvertently, if the interestedshareholder:
(i) As soon as practicable, divests itself of a sufficientamount of the voting stock of the resident domestic corporation that it nolonger is the beneficial owner, directly or indirectly, of ten percent (10%) ormore of the outstanding voting stock of the resident domestic corporation, and
(ii) Would not at any time within the five (5) year periodpreceding the announcement date with respect to the business combination havebeen an interested shareholder but for the inadvertent acquisition.
§ 7-5.2-5 Exemptions. – The provisions of this chapter do not apply:
(1) To any business combination of a resident domesticcorporation that does not have a class of voting stock registered with thesecurities and exchange commission pursuant to § 12 of the Exchange Act,15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;
(2) To any business combination of a resident domesticcorporation whose articles of incorporation have been amended to provide thatthe resident domestic corporation is subject to the provisions of this chapter,which did not have a class of voting stock registered with the securities andexchange commission pursuant to § 12 of the Exchange Act, 15 U.S.C. §78l, on the effective date of the amendment, and which is a businesscombination with an interested shareholder whose stock acquisition date isprior to the effective date of the amendment;
(3) To any business combination of a resident domesticcorporation:
(i) The original articles of incorporation of which contain aprovision expressly electing not to be governed by this chapter,
(ii) Which adopts an amendment to the resident domesticcorporation's bylaws prior to March 31, 1991, expressly electing not to begoverned by this chapter, or
(iii) Which adopts an amendment to the resident domesticcorporation's articles of incorporation, approved by the affirmative vote ofthe holders, other than interested shareholders and their affiliates andassociates, of two-thirds ( 2/3) of the outstanding voting stock of theresident domestic corporations, excluding the voting stock of interestedshareholders and their affiliates and associates, expressly electing not to begoverned by this chapter, provided that the amendment to the articles ofincorporation is not effective until twelve (12) months after the vote of theresident domestic corporation's shareholders and does not apply to any businesscombination of the resident domestic corporation with an interested shareholderwhose stock acquisition date is on or prior to the effective date of theamendment; or
(4) To any business combination of a resident domesticcorporation with an interested shareholder of the resident domestic corporationwhich became an interested shareholder inadvertently, if the interestedshareholder:
(i) As soon as practicable, divests itself of a sufficientamount of the voting stock of the resident domestic corporation that it nolonger is the beneficial owner, directly or indirectly, of ten percent (10%) ormore of the outstanding voting stock of the resident domestic corporation, and
(ii) Would not at any time within the five (5) year periodpreceding the announcement date with respect to the business combination havebeen an interested shareholder but for the inadvertent acquisition.
