| (2) Any sale, lease, exchange, mortgage, pledge, | transfer or other disposition, in one transaction or a | series of transactions, of assets of that domestic | corporation or any subsidiary of that domestic | corporation having an aggregate market value equal to | 10% or more of the aggregate market value, or book | value determined in accordance with good accounting | practices, of all the assets, determined on a | consolidated basis, of that domestic corporation, | having an aggregate market value equal to 10% or more | of the aggregate market value of all the outstanding | shares of that domestic corporation, or representing | 10% or more of the earning power or income, determined | on a consolidated basis, of that domestic corporation | proposed by, on behalf of or pursuant to any agreement, | arrangement or understanding, whether or not in | writing, with that interested shareholder or any | affiliate or associate of that interested shareholder; |
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| (3) The issuance or transfer by that domestic | corporation or any subsidiary of that domestic | corporation, in one transaction or a series of | transactions, of any shares of that domestic | corporation or any subsidiary of that domestic | corporation that has an aggregate market value equal to | 5% or more of the aggregate market value of all the | outstanding shares of that domestic corporation to that | interested shareholder or any affiliate or associate of | that interested shareholder, except pursuant to the | exercise of warrants or rights to purchase shares | offered, or a dividend or distribution paid or made, | pro rata to all shareholders of that domestic | corporation; |
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| (4) The adoption of any plan or proposal for the | liquidation or dissolution of that domestic corporation | proposed by, on behalf of or pursuant to any agreement, | arrangement or understanding, whether or not in | writing, with that interested shareholder or any | affiliate or associate of that interested shareholder; |
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| (5) Any reclassification of securities, including, without | limitation, any share split, share dividend or other distribution | of shares, or any reverse share split, or recapitalization of | that domestic corporation, or any merger or consolidation of that | domestic corporation, with any subsidiary of that domestic | corporation, or any other transaction, whether or not with, or | into, or otherwise involving that interested shareholder, | proposed by, on behalf of or |
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