Control Share Acquisitions. The Trust shall be subject to Sections 3-701 through 3-707 (the “Control Share Act”) of the Maryland General Corporation Law to the same extent as if the Trust were a Maryland corporation registered under the 1940 Act as a closed-end investment company that had elected to be subject to the Control Share Act by resolution of its board of directors and, accordingly, the Control Share Act shall apply to any acquisition or proposed acquisition of Shares to the extent provided therein. Notwithstanding the foregoing sentence, (1) the Control Share Act shall not apply to the voting rights of the holders of any preferred shares issued by the Trust (but only with respect to such preferred shares); (2) the Control Share Act shall not apply to the voting rights of any person acquiring Shares in a control share acquisition (as defined in the Control Share Act) if, prior to the acquisition, the person obtains approval of the Board of Trustees exempting the acquisition from the Control Share Act specifically, generally, or generally by types, which exemption may include the person and the person’s affiliates or associates or other persons; and (3) to the extent that any provisions of the Control Share Act are determined to be inconsistent with the 1940 Act, then any such provisions shall not apply. No holder of Shares shall be entitled to exercise the rights of an objecting stockholder under Section 3-708 of the Maryland General Corporation Law.
Control Share Acquisitions. The provisions of Article 14.1 of the VSCA shall not apply to acquisitions of shares of any class of capital stock of the Company.
Control Share Acquisitions. The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights. A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. We have not opted out of the control share statutes, and will be subject to these statutes if we are an “issuing corporation” as defined in such statutes. The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company. 13
Control Share Acquisitions. Minnesota Statutes Section 302A.449, Subd. 7, and 302A.671 (all as may be amended from time to time) concerning Control Share Acquisitions shall not apply to the Company. EXHIBIT C FORM OF SURVIVING CORPORATION BYLAWS [Attached.] Exhibit 2.1 Final Form SECOND AMENDED AND RESTATED BYLAWS OF ALLETE, INC. AS ADOPTED ON [●], 202[●] Exhibit 2.1 TABLE OF CONTENTS Page
Control Share Acquisitions. The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights with respect to such shares except to the extent approved by the affirmative vote of two-thirds of the votes entitled to be cast by holders entitled to vote generally in the election of directors, excluding shares of stock in a corporation in respect of which any of the following persons is entitled to exercise or direct the exercise of the voting power of such shares in the election of directors: (i) a person who makes or proposes to make a control share acquisition, (ii) an officer of the corporation or (iii) an employee of the corporation who is also a director of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer, or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of the following ranges of voting power: (A) one-tenth or more but less than one-third; (B) one- third or more but less than a majority; or (C) a majority or more of all voting power. Control shares do not include shares that the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval or shares acquired directly from the corporation. A “control share acquisition” means the acquisition directly or indirectly, of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares, subject to certain exceptions. A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses and making an “acquiring person statement” as described in the MGCL), may compel our Board to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting. If voting rights are not approved at the meeting or if the acquiring person does not deliver an “acquiring person statement” as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem any or all of the control shares (except those for which voting rights have previously bee...
Control Share Acquisitions. As provided for in Section 5 thereof, Chapter 42 of the Indiana Business Corporation Law, relating to control share acquisitions, shall not apply to control share acquisitions of shares of the corporation made after March 3, 1987.
Control Share Acquisitions. As used in this Section 12, the terms “control shares” and “control share acquisition” shall have the same meanings as set forth in Indiana Code Section 23-1-42-1 et seq. (the “Act”). Control shares of the corporation acquired in a control share acquisition shall have only such voting rights as are conferred by the Act. Control shares of the corporation acquired in a control share acquisition with respect to which the acquiring person has not filed with the corporation the statement required by the Act may, at any time during the period ending sixty days after the last acquisition of control shares by the acquiring person, be redeemed by the corporation at the fair value thereof pursuant to procedures authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances. (Added May 7, 1987).
Control Share Acquisitions. Section 78.378, et seq., shall not apply to any control share acquisitions of shares of this corporation.
Control Share Acquisitions. The provisions of this Declaration with respect to the voting rights of Shares and Shareholders will be subject to Article VI of the By-Laws
Control Share Acquisitions. 7 ARTICLE VIII AMENDMENT OF BY-LAWS ...................................................... 7 3 BY-LAWS OF THE DETROIT EDISON COMPANY AS AMENDED THROUGH FEBRUARY 26, 1996
