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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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