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2472
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VETOES
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THE BUSINESS COMBINATION OR AN AFFILIATE OR ASSOCIATE OF THE
INTERESTED STOCKHOLDER, VOTING TOGETHER AS A SINGLE VOTING GROUP.
3-603.
(A) FOR PURPOSES OF SUBSECTION (C) OF THIS SECTION:
(1) "ANNOUNCEMENT DATE" MEANS THE FIRST GENERAL
PUBLIC ANNOUNCEMENT OF THE PROPOSAL OR INTENTION TO MAKE A
PROPOSAL OF THE BUSINESS COMBINATION OR ITS FIRST COMMUNICATION
GENERALLY TO STOCKHOLDERS OF THE CORPORATION, WHICHEVER IS
EARLIER; AND
(2) "DETERMINATION DATE" MEANS THE DATE ON WHICH AN
INTERESTED STOCKHOLDER FIRST BECAME AN INTERESTED STOCKHOLDER.
(3) "VALUATION DATE" MEANS:
(I) FOR A BUSINESS COMBINATION VOTED UPON BY
STOCKHOLDERS, THE LATTER OF THE DAY PRIOR TO THE DATE OF THE
STOCKHOLDERS VOTE OR THE DAY 20 DAYS PRIOR TO THE CONSUMMATION OF
THE BUSINESS COMBINATION; AND
(II) FOR A BUSINESS COMBINATION NOT VOTED UPON
BY STOCKHOLDERS, THE DATE OF THE CONSUMMATION OF THE BUSINESS
COMBINATION.
(B) THE PROVISIONS OF § 3-602 OF THIS SUBTITLE DO NOT APPLY
TO A BUSINESS COMBINATION INVOLVING RECEIPT OF CONSIDERATION IN
EXCHANGE FOR OR IN RESPECT OF A CORPORATION'S STOCK IN THE
CIRCUMSTANCES SPECIFIED IN SUBSECTIONS (C) OR (D) OF THIS SECTION
OR TO A CORPORATION MEETING ONE OF THE REQUIREMENTS OF SUBSECTION
(E) OF THIS SECTION.
(C) THE VOTE REQUIRED BY § 3-602 OF THIS SUBTITLE IS NOT
REQUIRED IF EACH OF THE FOLLOWING CONDITIONS IS MET:
(1) THE AGGREGATE AMOUNT OF THE CASH AND THE MARKET
VALUE AS OF THE VALUATION DATE OF CONSIDERATION OTHER THAN CASH
TO BE RECEIVED PER SHARE BY HOLDERS OF COMMON STOCK IN SUCH
BUSINESS COMBINATION IS AT LEAST EQUAL TO THE HIGHEST OF THE
FOLLOWING:
(I) THE HIGHEST PER SHARE PRICE (INCLUDING ANY
BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF COMMON
STOCK OF THE SAME CLASS OR SERIES ACQUIRED BY IT:
1. WITHIN THE 2 YEAR PERIOD IMMEDIATELY
PRIOR TO THE ANNOUNCEMENT DATE OF THE PROPOSAL OF THE BUSINESS
COMBINATION; OR
2. IN THE TRANSACTION IN WHICH IT BECAME
AN INTERESTED STOCKHOLDER, WHICHEVER IS HIGHER; OR
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