§ 7-5.2-5. Exemptions.
The provisions of this chapter do not apply:
(1) To any business combination of a resident domestic corporation that does not have
a class of voting stock registered with the Securities and Exchange Commission pursuant
to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, unless the articles of incorporation provide otherwise;
(2) To any business combination of a resident domestic corporation whose articles of incorporation
have been amended to provide that the resident domestic corporation is subject to
the provisions of this chapter, that did not have a class of voting stock registered
with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange
Act of 1934, 15 U.S.C. § 78l, on the effective date of the amendment, and that is a business combination with
an interested shareholder whose stock acquisition date is prior to the effective date
of the amendment;
(3) To any business combination of a resident domestic corporation:
(i) The original articles of incorporation of which contain a provision expressly electing
not to be governed by this chapter;
(ii) That adopts an amendment to the resident domestic corporation's bylaws prior to March
31, 1991, expressly electing not to be governed by this chapter; or
(iii) That adopts an amendment to the resident domestic corporation's articles of incorporation,
approved by the affirmative vote of the holders, other than interested shareholders
and their affiliates and associates, of two-thirds (â…”) of the outstanding voting stock
of the resident domestic corporation, excluding the voting stock of interested shareholders
and their affiliates and associates, expressly electing not to be governed by this
chapter, provided that the amendment to the articles of incorporation is not effective
until twelve (12) months after the vote of the resident domestic corporation's shareholders
and does not apply to any business combination of the resident domestic corporation
with an interested shareholder whose stock acquisition date is on or prior to the
effective date of the amendment; or
(4) To any business combination of a resident domestic corporation with an interested
shareholder of the resident domestic corporation that became an interested shareholder
inadvertently, if the interested shareholder:
(i) As soon as practicable, divests itself of a sufficient amount of the voting stock
of the resident domestic corporation that it no longer is the beneficial owner, directly
or indirectly, of ten percent (10%) or more of the outstanding voting stock of the
resident domestic corporation; and
(ii) Would not at any time within the five-year (5) period preceding the announcement date
with respect to the business combination have been an interested shareholder but for
the inadvertent acquisition.