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2474
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VETOES
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1. THE HIGHEST PER SHARE PRICE (INCLUDING
ANY BROKERAGE COMMISSIONS, TRANSFER TAXES AND SOLICITING DEALERS'
FEES) PAID BY THE INTERESTED STOCKHOLDER FOR ANY SHARES OF ANY
CLASS OF VOTING STOCK ACQUIRED BY IT WITHIN THE 2 YEAR PERIOD
IMMEDIATELY PRIOR TO THE ANNOUNCEMENT DATE, OVER
2. THE MARKET VALUE PER SHARE OF THE SAME
CLASS OF VOTING STOCK ON THE FIRST DAY IN SUCH 2 YEAR PERIOD ON
WHICH THE INTERESTED STOCKHOLDER ACQUIRED ANY SHARES OF THE SAME
CLASS OF VOTING STOCK.
(3) THE CONSIDERATION TO BE RECEIVED BY HOLDERS OF
ANY CLASS OR SERIES OF OUTSTANDING STOCK IS TO BE IN CASH OR IN
THE SAME FORM AS THE INTERESTED STOCKHOLDER HAS PREVIOUSLY PAID
FOR SHARES OF THE SAME CLASS OR SERIES OF STOCK. IF THE
INTERESTED STOCKHOLDER HAS PAID FOR SHARES OF ANY CLASS OF STOCK
WITH VARYING FORMS OF CONSIDERATION, THE FORM OF CONSIDERATION
FOR SUCH CLASS OF STOCK SHALL BE EITHER CASH OR THE FORM USED TO
ACQUIRE THE LARGEST NUMBER OF SHARES OF SUCH CLASS OR SERIES OF
STOCK PREVIOUSLY ACQUIRED BY IT.
(4) AFTER THE INTERESTED STOCKHOLDER HAS BECOME AN
INTERESTED STOCKHOLDER AND PRIOR TO THE CONSUMMATION OF SUCH
BUSINESS COMBINATION:
(I) THERE SHALL HAVE BEEN NO FAILURE TO DECLARE
AND PAY AT THE REGULAR DATE THEREFOR ANY FULL PERIODIC DIVIDENDS
(WHETHER OR NOT CUMULATIVE) ON ANY OUTSTANDING PREFERRED STOCK OF
THE CORPORATION;
(II) THERE SHALL HAVE BEEN:
1. NO REDUCTION IN THE ANNUAL RATE OF
DIVIDENDS PAID ON ANY CLASS OR SERIES OF STOCK OF THE CORPORATION
THAT IS NOT PREFERRED STOCK (EXCEPT AS NECESSARY TO REFLECT ANY
SUBDIVISION OF THE STOCK); AND
2. AN INCREASE IN SUCH ANNUAL RATE OF
DIVIDENDS AS NECESSARY TO REFLECT ANY RECLASSIFICATION (INCLUDING
ANY REVERSE STOCK SPLIT), RECAPITALIZATION, REORGANIZATION OR ANY
SIMILAR TRANSACTION WHICH HAS THE EFFECT OF REDUCING THE NUMBER
OF OUTSTANDING SHARES OF THE STOCK; AND
(III) THE INTERESTED STOCKHOLDER DID NOT BECOME
THE BENEFICIAL OWNER OF ANY ADDITIONAL SHARES OF STOCK OF THE
CORPORATION EXCEPT AS PART OF THE TRANSACTION WHICH RESULTED IN
SUCH INTERESTED STOCKHOLDER BECOMING AN INTERESTED STOCKHOLDER OR
BY VIRTUE OF PROPORTIONATE STOCK SPLITS OR STOCK DIVIDENDS.
(IV) THE PROVISIONS OF SUBPARAGRAPHS (I) AND
(II) OF THIS PARAGRAPH DO NOT APPLY IF NO INTERESTED STOCKHOLDER
OR AN AFFILIATE OR ASSOCIATE OF THE INTERESTED STOCKHOLDER VOTED
AS A DIRECTOR OF THE CORPORATION IN A MANNER INCONSISTENT WITH
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