§ 10-35-26 — Adoption of antitakeover provisions

1. The articles or bylaws of a publicly traded corporation may not contain an antitakeover
provision unless it has been approved by the required vote.
2. As used in this section:
a. Except as provided in subdivision b, "antitakeover provision" means a provision
that:
(1) Would block an acquisition by any person or group of persons of beneficial
ownership of any shares of the corporation or a change in control of the
corporation absent compliance with the provision;
(2) Restricts the price that may be paid by any person or group of persons in an
acquisition of beneficial ownership of any shares of the corporation;
(3) Restricts the terms of a transaction after the occurrence of a change in
control of the corporation or limits the price that may be paid in such a
transaction, when it may be conducted, or how it must be approved by the
directors or shareholders;
(4) Requires an approval of the directors or shareholders in addition to, or in a
different manner from, whatever approvals are required under this chapter
and chapter 10-19.1 for a transaction involving an acquisition by any person
or group of persons of beneficial ownership of any shares of the corporation
or a change in control of the corporation;
(5) Requires the approval of a nongovernmental third party for an acquisition by
any person or group of persons of beneficial ownership of any shares of the
corporation or a transaction that would involve a change in control of the
corporation;
(6) Requires the corporation, directly or indirectly, to take an action that it would
not have been required to take if it had not been the subject of an
acquisition by any person or group of persons of beneficial ownership of any
of its shares or a transaction that would involve a change in control of the
corporation;
(7) Limits, directly or indirectly, the power of the corporation if it is the subject of
an acquisition by any person or group of persons of beneficial ownership of
any of its shares or a transaction that would involve a change in control of
the corporation to take an action that the corporation would have had the
power to take, without that limit, if the acquisition of beneficial ownership or
transaction had not occurred;
(8) Changes or limits the voting rights of any shares of the corporation following
a transaction involving an acquisition by any person or group of persons of
beneficial ownership of any shares of the corporation or a change in control
of the corporation;
(9) Would give any beneficial or record owner of shares of the corporation a
direct right of action against a person or group of persons with respect to the
acquisition by the person or group of persons of beneficial ownership of any
shares in the corporation or control of the corporation; or

(10) Is designed or intended to operate as, or that has the effect of, what is
commonly referred to, either on July 1, 2007, or at any time thereafter, as a
"business combination", "control share acquisition", "control share cash out",
"freeze out", "fair price", "disgorgement", or other "antitakeover" provision.
b. "Antitakeover provision" does not include a provision in the terms of a class or
series of shares:
(1) If the shares are issuable upon the exercise of a poison pill, but only so long
as the shares of the class or series are not issued by the corporation except
pursuant to the exercise of a poison pill; or
(2) Which serves to protect dividend, interest, sinking fund, conversion,
exchange, or other rights of the shares, or to protect against the issuance of
additional securities that would be on a parity with or superior to the shares.
c. "Control" has the same meaning as in the rules and regulations of the
commission under the Exchange Act.