CONTROL SHARE ACQUISITION; DEFINITION

A. As used in Sections 1145 through 1155 of this title, "control share acquisition" means acquisition by any person of ownership of, or the power to direct the exercise of voting power with respect to, control shares.

B. A person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing Sections 1145 through 1155 of this title has not made a control share acquisition of shares in respect of which that person is able to exercise or direct the exercise of votes only after requesting further instruction from others.

C. The acquisition of any control shares does not constitute a control share acquisition if the acquisition is made in good faith and not for the purpose of circumventing Sections 1145 through 1155 of this title in any of the following circumstances:

1. At a time when the corporation was not subject to Sections 1145 through 1155 of this title;

2. Pursuant to a contract entered into at a time when the corporation was not subject to Sections 1145 through 1155 of this title;

3. Pursuant to the laws of descent and distribution;

4. Pursuant to the satisfaction of a pledge or other security interest;

5. Pursuant to a merger, consolidation, or share acquisition effected in compliance with Section 1081, 1082, 1083, 1090.1 or 1090.2 of this title, if the issuing public corporation is a party to the agreement of merger, consolidation, or share acquisition;

6. By a donee receiving the shares pursuant to an inter vivos gift;

7. By a person of additional shares within the range of voting power for which such person has received approval pursuant to Section 1153 of this title or within the range of voting power resulting from shares acquired in a transaction described in this subsection;

8. An increase in voting power resulting from any action taken by the issuing public corporation, provided the person whose voting power is thereby affected is not an affiliate of the corporation;

9. Pursuant to the solicitation of proxies subject to Regulation 14A under the Securities Exchange Act of 1934, 15 U.S.C. Section 78a et seq., as amended, or in the case of an issuing public corporation which is not subject to such Regulation 14A, the solicitation of proxies in accordance with the laws of the State of Oklahoma;

10. Pursuant to a transfer between or among immediate family members, or between or among persons under direct common control. An "immediate family member" is any relative or spouse of a person, or any relative of such spouse, who has the same home as such person; or

11. From any person whose previous acquisition of shares would have constituted a control share acquisition but for paragraphs 1 through 10 of this subsection, provided the acquisition does not result in the acquiring person holding voting power within a higher range of voting power than that of the person from whom the control shares were acquired.

Added by Laws 1987, c. 146, § 16, emerg. eff. June 24, 1987. Amended by Laws 1990, c. 328, § 7, eff. Sept. 1, 1990; Laws 1991, c. 53, § 4, eff. Sept. 1, 1991.