WILLIAM DONALD SCHAEFER, Governor                      Ch. 52

recently ended fiscal quarter of 10 percent or more of the total
market value of the outstanding stock of the corporation or of
its net worth as of the end of its most recently ended fiscal
quarter;

(3)  The issuance or transfer by the corporation, or
any subsidiary, in one transaction or a series of transactions,
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; OR

(6)  THE RECEIPT BY ANY INTERESTED STOCKHOLDER OR ANY
AFFILIATE OF ANY INTERESTED STOCKHOLDER (OTHER THAN THE
CORPORATION OR ANY OF ITS SUBSIDIARIES) OF THE BENEFIT, DIRECTLY
OR INDIRECTLY (EXCEPT PROPORTIONATELY AS A STOCKHOLDER), OF ANY
LOAN, ADVANCE, GUARANTEE, PLEDGE, OR OTHER FINANCIAL ASSISTANCE
OR ANY TAX CREDIT OR OTHER TAX ADVANTAGE PROVIDED BY THE
CORPORATION OR ANY OF ITS SUBSIDIARIES.

(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

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