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2469
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HARRY HUGHES, Governor
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SUCH RIGHT IS EXERCISABLE IMMEDIATELY OR ONLY AFTER THE PASSAGE
OF TIME), PURSUANT TO ANY AGREEMENT, ARRANGEMENT, OR
UNDERSTANDING OR UPON THE EXERCISE OF CONVERSION RIGHTS, EXCHANGE
RIGHTS, WARRANTS OR OPTIONS, OR OTHERWISE; OR
(II) THE RIGHT TO VOTE VOTING STOCK PURSUANT TO
ANY AGREEMENT, ARRANGEMENT, OR UNDERSTANDING; OR
(3) THAT HAS ANY AGREEMENT, ARRANGEMENT, OR
UNDERSTANDING FOR THE PURPOSE OF ACQUIRING, HOLDING, VOTING, OR
DISPOSING OF VOTING STOCK WITH ANY OTHER PERSON THAT BENEFICIALLY
OWNS, OR WHOSE AFFILIATES OR ASSOCIATES BENEFICIALLY OWN,
DIRECTLY OR INDIRECTLY, SUCH SHARES OF VOTING STOCK.
(E) "BUSINESS COMBINATION" MEANS:
(1) UNLESS THE MERGER, CONSOLIDATION, OR SHARE
EXCHANGE DOES NOT ALTER THE CONTRACT RIGHTS OF THE STOCK AS
EXPRESSLY SET FORTH IN THE CHARTER OR CHANGE OR CONVERT IN WHOLE
OR IN PART THE OUTSTANDING SHARES OF STOCK OF THE CORPORATION,
ANY MERGER, CONSOLIDATION, OR SHARE EXCHANGE OF THE CORPORATION
OR ANY SUBSIDIARY WITH (I) ANY INTERESTED STOCKHOLDER OR (II) ANY
OTHER CORPORATION (WHETHER OR NOT ITSELF AN INTERESTED
STOCKHOLDER) WHICH IS, OR AFTER THE MERGER, CONSOLIDATION, OR
SHARE EXCHANGE WOULD BE, AN AFFILIATE OF AN INTERESTED
STOCKHOLDER THAT WAS AN INTERESTED STOCKHOLDER PRIOR TO THE
TRANSACTION.
(2) ANY SALE, LEASE, TRANSFER, OR OTHER DISPOSITION,
(IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS) TO OR WITH ANY
INTERESTED STOCKHOLDER OR ANY AFFILIATE OF ANY INTERESTED
STOCKHOLDER (OTHER THAN THE CORPORATION OR ANY OF ITS
SUBSIDIARIES) OF ANY ASSETS OF THE CORPORATION OR ANY SUBSIDIARY
HAVING AN AGGREGATE MARKET VALUE OF 10 PERCENT OR MORE OF THE
TOTAL MARKET VALUE OF THE CORPORATION OR ITS ASSETS;
(3) THE ISSUANCE OR TRANSFER BY THE CORPORATION, OR
ANY SUBSIDIARY (IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS)
OF ANY SECURITIES OF THE CORPORATION OR ANY SUBSIDIARY WHICH HAVE
AN AGGREGATE MARKET VALUE OF 5 PERCENT OR MORE OF THE TOTAL
MARKET VALUE OF THE OUTSTANDING STOCK OF THE CORPORATION TO ANY
INTERESTED STOCKHOLDER OR ANY AFFILIATE OF ANY INTERESTED
STOCKHOLDER (OTHER THAN THE CORPORATION OR ANY OF ITS
SUBSIDIARIES) EXCEPT PURSUANT TO THE EXERCISE OF WARRANTS OR
RIGHTS TO PURCHASE SECURITIES OFFERED PRO RATA TO ALL
STOCKHOLDERS;
(4) THE ADOPTION OF ANY PLAN OR PROPOSAL FOR THE
LIQUIDATION OR DISSOLUTION OF THE CORPORATION IN WHICH ANYTHING
OTHER THAN CASH WILL BE RECEIVED BY AN INTERESTED STOCKHOLDER OR
ANY AFFILIATE OF ANY INTERESTED STOCKHOLDER; OR
(5) ANY RECLASSIFICATION OF SECURITIES (INCLUDING ANY
REVERSE STOCK SPLIT), OR RECAPITALIZATION OF THE CORPORATION, OR
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