§ 23-1-43-5 — "Business combination" defined

As used in this chapter, "business
combination", when used in reference to any resident domestic
corporation and any interested shareholder of the resident domestic
corporation, means any of the following:
(1) Any merger of the resident domestic corporation or any
subsidiary of the resident domestic corporation with:
(A) the interested shareholder; or
(B) any other corporation (whether or not itself an interested
shareholder of the resident domestic corporation) that is, or
after the merger or consolidation would be, an affiliate or
associate of the interested shareholder.
(2) Any sale, lease, exchange, mortgage, pledge, transfer, or other
disposition (in one (1) transaction or a series or transactions) to or
with the interested shareholder or any affiliate or associate of the
interested shareholder of assets of the resident domestic
corporation or any subsidiary of the resident domestic
corporation:
(A) having an aggregate market value equal to ten percent
(10%) or more of the aggregate market value of all the assets,
determined on a consolidated basis, of the resident domestic
corporation;
(B) having an aggregate market value equal to ten percent
(10%) or more of the aggregate market value of all the
outstanding shares of the resident domestic corporation; or
(C) representing ten percent (10%) or more of the earning
power or net income, determined on a consolidated basis, of the
resident domestic corporation.
(3) The issuance or transfer by the resident domestic corporation
or any subsidiary of the resident domestic corporation (in one (1)
transaction or a series of transactions) of any shares of the
resident domestic corporation or any subsidiary of the resident
domestic corporation that have an aggregate market value equal
to five percent (5%) or more of the aggregate market value of all
the outstanding shares of the resident domestic corporation to the
interested shareholder or any affiliate or associate of the
interested shareholder except under the exercise of warrants or
rights to purchase shares offered, or a dividend or distribution
paid or made, pro rata to all shareholders of the resident domestic
corporation.
(4) The adoption of any plan or proposal for the liquidation or
dissolution of the resident domestic corporation proposed by, or
under any agreement, arrangement, or understanding (whether or
not in writing) with, the interested shareholder or any affiliate or
associate of the interested shareholder.
(5) Any:
(A) reclassification of securities (including without limitation
any share split, share dividend, or other distribution of shares
in respect of shares, or any reverse share split);
(B) recapitalization of the resident domestic corporation;
(C) merger or consolidation of the resident domestic
corporation with any subsidiary of the resident domestic
corporation; or
(D) other transaction (whether or not with or into or otherwise
involving the interested shareholder);
proposed by, or under any agreement, arrangement, or
understanding (whether or not in writing) with, the interested
shareholder or any affiliate or associate of the interested
shareholder, that has the effect (directly or indirectly) of
increasing the proportionate share of the outstanding shares of any
class or series of voting shares or securities convertible into
voting shares of the resident domestic corporation or any
subsidiary of the resident domestic corporation that is directly or
indirectly owned by the interested shareholder or any affiliate or
associate of the interested shareholder, except as a result of
immaterial changes due to fractional share adjustments.
(6) Any receipt by the interested shareholder or any affiliate or
associate of the interested shareholder of the benefit (directly or
indirectly, except proportionately as a shareholder of the resident
domestic corporation), of any loans, advances, guarantees,
pledges, or other financial assistance or any tax credits or other
tax advantages provided by or through the resident domestic
corporation.

Legislative History

As added by P.L.149-1986, SEC.27.