Arizona § 10-2725 - Voting rights

§ 10-2725. Voting rights

A. Shares of an issuing public corporation that are acquired by an acquiring person in a control share acquisition and that exceed the threshold of voting power of any of the ranges prescribed in section 10-2722, subsection A, paragraph 4 have the same voting rights as other shares of the same class or series for all elections of directors but do not have the right to vote on other matters unless approved by a resolution of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to section 10-2723.

B. The resolution of shareholders must be approved by the affirmative vote of the holders of a majority of the voting power of all shares, excluding all shares beneficially owned by the acquiring person or its affiliates or associates or by any officer or director of the issuing public corporation.

C. A class or series of shares of the issuing public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles of incorporation, entitle the class or series to vote separately as a class or series.

D. To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated before the time of the shareholders' approval must be consummated within one hundred eighty days after the shareholders' approval.

E. Any shares referred to in subsection A of this section acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights on transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares remain subject to the provisions of this article.