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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, any of which has the effect, | directly or indirectly, of increasing the proportionate | share of the outstanding shares of any class or series of | voting shares or securities convertible into voting | shares of that domestic corporation or any subsidiary of | that domestic corporation that is directly or indirectly | owned by that interested shareholder or any affiliate or | associate of that interested shareholder, except as a | result of immaterial changes due to fractional share | adjustments; or |
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| (6) Any receipt by that interested shareholder or any | affiliate or associate of that interested shareholder | of the benefit, directly or indirectly, except | proportionately as a shareholder of the domestic | corporation, of any loans, advances, guarantees, | pledges or other financial assistance or any tax | credits or other tax advantages provided by or through | that domestic corporation. |
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| | Sec. B-105. 13-C MRSA §1202, sub-§§5 and 9, as enacted by PL 2001, c. | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | 5. Majority approval of disposition. Unless the articles of | incorporation or the corporation's board of directors, acting | pursuant to subsection 3, requires a greater vote, approval of a | disposition requires the approval of the shareholders by a | majority of all the votes entitled to be cast on the plan by the | shareholders and, if any class or series is entitled to vote as a | separate voting group on the disposition, the approval of each | separate voting group by a majority of all the votes entitled to | be cast on the disposition by that voting group. The articles of | incorporation may provide that a disposition may be approved by a | lesser vote of each voting group entitled to vote on the | disposition, but in no case may a disposition be approved by less | than a majority of the votes cast by that voting group at a | meeting at which there exists, for each such voting group, a | quorum consisting of at least a majority of the votes entitled to | be cast on the disposition by each voting group entitled to vote | on the disposition. |
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| | 9. Consent of shareholders. A disposition that requires | approval of the corporation's shareholders under subsection 1 may | be authorized by written consent of all the shareholders of the | corporation, whether or not the shareholders are entitled to vote |
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