LD 1539
pg. 57
Page 56 of 104 PUBLIC Law Chapter 344 Page 58 of 104
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LR 1942
Item 1

 
(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;

 
(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;

 
(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;

 
(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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