1. A corporation shall not engage in any business combination with any stockholder for a period of 3 years following the time that such stockholder (“the interested stockholder”) came to own at least 15% of the outstanding voting stock of the corporation (“the acquisition”), except if:
   1. The board had approved the acquisition prior to its consummation;
   2. The interested stockholder owned at least 85% of the outstanding [1] voting stock upon consummation of the acquisition, or
   3. The business combination is approved by the board, and by a 2/3 majority vote of the other stockholders in a meeting (i.e., not by written consent).
2. Subsection (a) shall not apply if at the time [2] of the acquisition:

   1./3. [opt-out] The corporation’s charter or shareholder-approved bylaws contain a provision expressly electing not to be governed by this section (however, an amendment of this type becomes effective only 12 months after its adoption, unless the corporation has always met paragraph (4) below and has not affirmatively elected in its charter to be governed by this section);

   4. [closely held corporations; no opt-in] The corporation does not have a class of voting stock that is: (i) Listed on a national securities exchange; or (ii) held of record by more than 2,000 stockholders, and the charter does not contain an election to be governed by this section; or

   5.  [inadvertent acquisition] A stockholder becomes an interested stockholder only inadvertently and divests as soon as practicable.

   Subsection (a) also does not apply if:

   6.  [competing board-approved transaction] The business combination is proposed between the announcement [3] and the consummation or abandonment of a takeover [4] of the corporation by a third party, if such takeover is

   • by a person who either was not an interested stockholder during the previous three years or who became an interested stockholder with the approval of the board or with the benefit of the exemptions in sub-subsections (1)-(4); and
   • not opposed by a majority of those board members who were directors prior to any person becoming an interested stockholder during the previous 3 years or were recommended for election or elected to succeed such directors by a majority of such directors.
3. As used in this section only, the term:

   3. “Business combination” means:

   i. Any merger or consolidation of the corporation with the interested stockholder;

   ii. Any disposition to the interested stockholder of assets of the corporation with an aggregate market value equal to 10% or more of the corporation’s assets or of all its outstanding stock;

   iii./iv. Any transaction which results in an increase of the interested stockholders’ share of the stock of the corporation;

   v. Any receipt by the interested stockholder of any financial benefit, directly or indirectly (except proportionately as a stockholder of such corporation) by or through the corporation;

   including in each case a transaction with any direct or indirect majority-owned subsidiary of the corporation.

   5. “Interested stockholder” means any person who owns at least 15% of the outstanding voting stock of the corporation, or who owned such 15% at any time during the previous three years and presently holds the power to direct management or a position as director or officer of the corporation. [5]

   9.  “Ownership of stock”, “own”, etc. of a corporation’s stock by a person means not only beneficial direct or indirect ownership by the person itself, but also

   • any right to acquire or vote such stock; except the mere receipt of
     • stock tendered pursuant to a tender/exchange offer before it is accepted for purchase/exchange;
     • revocable proxies/consents given in response to a proxy/consent solicitation made to 10 or more persons;
   • ownership through or with other persons
     • which are controlled by, or under common control with, or controlling, the person; [6]
     • of which the person owns, directly or indirectly, 20% or more of any class of voting stock;
     • in which the person is a director, officer, or partner;
     • who are relatives of the person with the same residence; or
     • who are trusts in which the person is the trustee or at least a 20% beneficiary.
4. No provision of a charter or bylaw shall require, for any vote of stockholders required by this section, a greater vote of stockholders than that specified in this section.
5. The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all matters with respect to this section.

[1] Shares owned by executive directors or employee stock plans are not counted for purposes of determining the voting stock outstanding (however, shares owned by employee stock plans are counted if the employee participants have the right to determine confidentially whether their shares held subject to the plan will be tendered in a tender or exchange offer).

[2] [The timing requirement follows, inter alia, from subsubsection (7) and the closing proviso of subsection (b).]

[3] This means the earlier of the public announcement or of the following: The corporation must give at least 20 days’ notice to all interested stockholders prior to the consummation of any merger or asset disposition described in the next footnote.

[4] This means a merger of the corporation (except a merger for which pursuant to § 251(f) no vote of the corporation’s stockholders is required), a disposition of at least 50% of the corporation’s assets (including assets of any direct or indirect majority-owned subsidiary), or a tender offer for at least 50% of the corporation’s shares

[5] Provided, however, that a person is not an interested stockholder if its ownership in excess of 15% came about solely through action of the corporation, and such person did not subsequently acquire additional shares.

[6] Control can be direct or indirect and means the power to direct the management and policies of a person. A person who is the owner of 20% or more of the outstanding voting stock of any entity shall be presumed to have control of such entity, in the absence of proof to the contrary.