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HARRY HUGHES, Governor
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7
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OF ANY EQUITY 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 HOLDERS OF
THE CORPORATION'S VOTING STOCK OR ANY OTHER METHOD AFFORDING
SUBSTANTIALLY PROPORTIONATE TREATMENT TO THE HOLDERS OF VOTING
STOCK;
(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
ANY MERGER, CONSOLIDATION, OR SHARE EXCHANGE OF THE CORPORATION
WITH ANY OF ITS SUBSIDIARIES WHICH HAS THE EFFECT, DIRECTLY OR
INDIRECTLY, IN ONE TRANSACTION OR A SERIES OF TRANSACTIONS, OF
INCREASING BY 5 PERCENT OR MORE OF THE TOTAL NUMBER OF
OUTSTANDING SHARES, THE PROPORTIONATE AMOUNT 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.
(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;
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