LD 1539
pg. 58
Page 57 of 104 PUBLIC Law Chapter 344 Page 59 of 104
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LR 1942
Item 1

 
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

 
(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.

 
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:

 
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.

 
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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