(a)Every qualified corporation is subject to the
restrictions on business combinations with interested
stockholders provided in this section unless the corporation
elects not to be subject to the restrictions. A corporation
which is not a qualified corporation may elect not to be subject
to the restrictions on business combinations in the event it
becomes a qualified corporation. The election shall be made
either:
(i)Through a specific provision in the articles of
incorporation;
(ii)Through a statement in the bylaws that the
corporation elects not to be subject to the restrictions in W.S.
17-18-104(b). This election shall be effective immediately upon
adoption of the bylaws, unless the articles of incorporation
provide otherwise; or
(iii)By filing a statement making the election with
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(a) Every qualified corporation is subject to the
restrictions on business combinations with interested
stockholders provided in this section unless the corporation
elects not to be subject to the restrictions. A corporation
which is not a qualified corporation may elect not to be subject
to the restrictions on business combinations in the event it
becomes a qualified corporation. The election shall be made
either:
(i) Through a specific provision in the articles of
incorporation;
(ii) Through a statement in the bylaws that the
corporation elects not to be subject to the restrictions in W.S.
17-18-104(b). This election shall be effective immediately upon
adoption of the bylaws, unless the articles of incorporation
provide otherwise; or
(iii) By filing a statement making the election with
the secretary of state. This election shall be authorized by
the corporation's board of directors and shall be effective from
the date of filing with the secretary of state.
(b) A qualified corporation shall not, directly or
indirectly, enter into or engage in any business combination
with any interested stockholder or any affiliate or associate of
the interested stockholder for a period of three (3) years after
the date the stockholder became an interested stockholder,
unless:
(i) Prior to the time the stockholder became an
interested stockholder, the board of directors of the
corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder; or
(ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.
(iii) On or after the time the stockholder became an
interested stockholder, the business combination is approved by
the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least two-thirds (2/3) of the outstanding
voting stock which is not owned by the interested stockholder.
(c) The restrictions contained in this section shall not
apply if:
(i) A stockholder becomes an interested stockholder
inadvertently and as soon as practical divests sufficient stocks
so that he ceases to be an interested stockholder, and would
not, at any time within the three (3) year period immediately
before a business combination between the corporation and the
stockholder, have been an interested stockholder but for the
inadvertent acquisition;
(ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.
(d) The election not to be subject to the restrictions on
business combinations may be revoked in the same manner as the
elections are made. With respect to any interested stockholder
the election not to be subject to the restrictions shall not be
effective for a period of three (3) years after the date that
the stockholder became an interested stockholder.