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2470
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VETOES
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ANY MERGER, CONSOLIDATION, OR SHARE EXCHANGE OF THE CORPORATION
WITH ANY OF ITS SUBSIDIARIES WHICH HAS THE EFFECT, DIRECTLY OR
INDIRECTLY, OF INCREASING THE PROPORTIONATE SHARE OF THE
OUTSTANDING SHARES OF ANY CLASS OF EQUITY SECURITIES OF THE
CORPORATION OR ANY SUBSIDIARY WHICH IS DIRECTLY OR INDIRECTLY
OWNED BY ANY INTERESTED STOCKHOLDER OR ANY AFFILIATE OF ANY
INTERESTED STOCKHOLDER, EXCEPT AS A RESULT OF IMMATERIAL CHANGES
DUE TO FRACTIONAL SHARE ADJUSTMENTS.
(F) "COMMON STOCK" MEANS ANY STOCK OTHER THAN PREFERRED OR
PREFERENCE STOCK.
(G) "CONTROL", INCLUDING THE TERMS "CONTROLLING",
"CONTROLLED BY" AND "UNDER COMMON CONTROL WITH", MEANS THE
POSSESSION, DIRECTLY OR INDIRECTLY, OF THE POWER TO DIRECT OR
CAUSE THE DIRECTION OF THE MANAGEMENT AND POLICIES OF A PERSON,
WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY CONTRACT,
OR OTHERWISE, AND THE BENEFICIAL OWNERSHIP OF 10 PERCENT OR MORE
OF THE VOTES ENTITLED TO BE CAST BY A CORPORATION'S VOTING STOCK
CREATES A PRESUMPTION OF CONTROL.
(H) "CORPORATION" INCLUDES A REAL ESTATE INVESTMENT TRUST
AS DEFINED IN TITLE 8 OF THIS ARTICLE.
(I) "EQUITY SECURITY" MEANS:
(1) ANY STOCK OR SIMILAR SECURITY, CERTIFICATE OF
INTEREST, OR PARTICIPATION IN ANY PROFIT SHARING AGREEMENT,
VOTING TRUST CERTIFICATE, OR CERTIFICATE OF DEPOSIT FOR AN EQUITY
SECURITY; OR
(2) ANY SECURITY CONVERTIBLE, WITH OR WITHOUT
CONSIDERATION, INTO AN EQUITY SECURITY, OR ANY WARRANT OR OTHER
SECURITY CARRYING ANY RIGHT TO SUBSCRIBE TO OR PURCHASE AN EQUITY
SECURITY;
(3) ANY PUT, CALL, STRADDLE, OR OTHER OPTION OR
PRIVILEGE OF BUYING AN EQUITY SECURITY FROM OR SELLING AN EQUITY
SECURITY TO ANOTHER WITHOUT BEING BOUND TO DO SO.
(J) "INTERESTED STOCKHOLDER" MEANS ANY PERSON (OTHER THAN
THE CORPORATION OR ANY SUBSIDIARY) THAT:
(1) (I) IS THE BENEFICIAL OWNER, DIRECTLY OR
INDIRECTLY, OF MORE THAN 10 PERCENT OF THE VOTING POWER OF THE
OUTSTANDING VOTING STOCK OF THE CORPORATION; OR
(II) IS AN AFFILIATE OF THE CORPORATION AND AT
ANY TIME WITHIN THE 2 YEAR PERIOD IMMEDIATELY PRIOR TO THE DATE
IN QUESTION WAS THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY, OF
10 PERCENT OR MORE OF THE VOTING POWER OF THE THEN OUTSTANDING
VOTING STOCK OF THE CORPORATION.
(2) FOR THE PURPOSE OF DETERMINING WHETHER A PERSON
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