Arizona § 10-2743 - Business combinations; exemptions

§ 10-2743. Business combinations; exemptions

A. This article does not apply to any business combination of an issuing public corporation if any of the following applies:

1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.

2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders holding a majority of the outstanding voting power of all shares, excluding shares beneficially owned by interested shareholders and their affiliates and associates, expressly electing not to be subject to this article and such amendment provides that it does not apply to any business combination of the issuing public corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment to the articles of incorporation or bylaws.

3. The business combination was consummated before, or a binding agreement for the business combination was entered into before, July 23, 1987.

4. The business combination of the issuing public corporation is with an interested shareholder whose share acquisition date is on or before July 22, 1987, if the business combination is approved by a simple majority vote of a committee of the board of directors of the issuing public corporation which is formed in accordance with section 10-2741, subsection D.

5. The business combination of the issuing public corporation is with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:

(a) As soon as practicable, divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner, directly or indirectly, of ten per cent or more of the outstanding shares of the issuing public corporation.

(b) Would not at any time within the three year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.

6. The issuing public corporation is an insurance company regulated under title 20, unless the company elects to be subject to this article in whole or in part pursuant to section 10-2706.

B. A bylaw adopted or amended pursuant to subsection A, paragraph 2 of this section shall not be amended or further amended without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by an interested shareholder or their affiliates or associates.