1. An issuance by a publicly traded corporation of shares, or other securities convertible
into or rights exercisable for shares, in a transaction or a series of integrated
transactions, requires approval of the shareholders if the voting power of the shares
that are issued or issuable as a result of the transaction or series of integrated
transactions will exceed twenty percent of the voting power of the shares of the
corporation which were outstanding immediately before the transaction.
2. Subsection 1 does not apply to:
a. A public offering solely for cash, cash equivalents or a combination of cash and
cash equivalents; or
b. A bona fide private financing, solely for cash, cash equivalents or a combination
of cash and cash equivalents, of:
(1)Shares at a price equal to at least the gre
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1. An issuance by a publicly traded corporation of shares, or other securities convertible
into or rights exercisable for shares, in a transaction or a series of integrated
transactions, requires approval of the shareholders if the voting power of the shares
that are issued or issuable as a result of the transaction or series of integrated
transactions will exceed twenty percent of the voting power of the shares of the
corporation which were outstanding immediately before the transaction.
2. Subsection 1 does not apply to:
a. A public offering solely for cash, cash equivalents or a combination of cash and
cash equivalents; or
b. A bona fide private financing, solely for cash, cash equivalents or a combination
of cash and cash equivalents, of:
(1) Shares at a price equal to at least the greater of the book or market value of
the corporation's common shares; or
(2) Other securities or rights if the conversion or exercise price is equal to at
least the greater of the book or market value of the corporation's common
shares.
3. For purposes of this section:
a. The voting power of shares issued and issuable as a result of a transaction or
series of integrated transactions shall be the greater of:
(1) The voting power of the shares to be issued; or
(2) The voting power of the shares that would be outstanding after giving effect
to the conversion of convertible shares and other securities and the exercise
of rights to be issued.
b. A series of transactions is integrated if consummation of one transaction is made
contingent on consummation of one or more of the other transactions.
c. "Bona fide private financing" means a sale in which:
(1) A registered broker-dealer purchases the shares, other securities, or rights
from the publicly traded corporation with a view to their private sale to one or
more purchasers; or
(2) The corporation sells the shares, other securities, or rights to multiple
purchasers, and no one purchaser or group of related purchasers acquires,
or has the right to acquire, more than five percent of the voting power of
shares issued or issuable in the transaction or series of integrated
transactions.