Approval Required for Certain Transactions Sample Clauses

Approval Required for Certain Transactions. In addition to any vote or approval required by law, the Corporation shall not engage in any Business Combination with any Interested Person for a period of three years after the date that the person became an Interested Person, unless: (1) Prior to such date the board of directors of the Corporation approved either the Business Combination or the transactions which resulted in the person becoming an Interested Person; (2) Upon consummation of the transaction which resulted in the person becoming an Interested Person, the Interested Person beneficially owned at least 85% of the voting stock of the Corporation outstanding at the time the transactions commenced (excluding shares beneficially owned by persons who are directors and also officers, and employee share plans in which employee participants do not have the right to determine confidentiality whether such shares will be tendered in a tender or exchange offer); or (3) On or subsequent to such date, the Business Combination is approved by the board of directors of the Corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3 of the outstanding voting stock not Beneficially Owned by the Interested Person.