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18-1153.


18-1153.
   
              RESOLUTION GRANTING CONTROL SHARE VOTING RIGHTS
                                      
   A. All votes cast at the meeting for or against the resolution
   contained in the acquiring person statement must be identified as
   noninterested shares. To be approved, the resolution shall receive the
   affirmative votes of a majority of all voting power, excluding all
   interested shares. If the resolution is not approved, the acquiring
   person, not sooner than six (6) months after disapproval of the
   resolution, may present a new resolution for a vote of shareholders in
   accordance with this section at any subsequent shareholders meeting.
   
   B. A proxy relating to a meeting of shareholders to be held pursuant
   to Section 1151 of this title shall be solicited separately from the
   offer to purchase or solicitation of an offer to sell shares of the
   issuing public corporation.
   
   C. 1. For purposes of this subsection, "competing control share
   acquisition" means a control share acquisition or proposed control
   share acquisition that is the subject of an acquiring person statement
   delivered to the issuing public corporation pursuant to Section 1150
   of this title not less than twenty-five (25) days prior to the
   scheduled annual or special meeting date which has been or is required
   to be established pursuant to Section 1151 of this title with respect
   to a pending control share acquisition.
   
   2. In the event that a competing control share acquisition is made or
   proposed, the issuing public corporation shall, at the option of the
   acquiring person making the competing control share acquisition, call
   for a vote of shareholders to consider the resolution relating to the
   voting rights of the competing control share acquisition at the same
   meeting that has been or is to be called to consider the voting rights
   of the pending control share acquisition. In the event the acquiring
   person making the competing control share acquisition does not elect
   in writing to have the resolution relating to the voting rights of the
   competing control share acquisition considered at the same meeting,
   any vote shall be held as provided in Section 1153 of this title,
   except that in such case no vote shall be called on the competing
   control share acquisition prior to the earlier of the vote on the
   resolution relating to voting rights of the pending control share
   acquisition or fifty-one (51) days after receipt by the issuing public
   corporation of the request for a meeting by the acquiring person
   making the pending control share acquisition.
   
   3. If more than one resolution relating to a control share acquisition
   is to be considered at any meeting or at meetings scheduled for or
   occurring on the same day, all such resolutions relating to the voting
   rights of acquiring persons shall be considered by shareholders in the
   order in which the initial acquiring person statements relating to
   such control share acquisitions were delivered to the issuing public
   corporation. However, no resolution approved by shareholders shall
   become effective until midnight of the date on which the respective
   shareholder approval occurs.
   
   4. If resolutions relating to two (2) or more control share
   acquisitions are subject to shareholder vote pursuant to Section 1153
   of this title, shares held by an acquiring person are considered
   interested shares only for purposes of a vote on a resolution relating
   to a control share acquisition by that same acquiring person.
   

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