New Jersey § 14a:10a-5

§ 14a:10a-5.

In addition to the restriction contained in section 4 of this act, 1 and except as provided in section 6 of this act, 2 no resident domestic corporation shall engage at any time in any business combination

with any interested stockholder of that resident domestic corporation other than a

business combination specified in any one of subsection a., b. , c. or d. of this section (the satisfaction of any one subsection being sufficient): a. a business combination approved by the board of directors of that resident domestic

corporation prior to that interested stockholder's stock acquisition date. b. a business combination approved by the affirmative vote of the holders of two-thirds

of the voting stock not beneficially owned by that interested stockholder at a meeting

called for such purpose. c. a business combination that meets all of the following conditions: (1) the aggregate amount of the cash and the market value, as of the consummation

date, of consideration other than cash to be received per share by holders of outstanding

shares of common stock of that resident domestic corporation in that business combination

is at least equal to the higher of the following: (a) the highest per share price (including any brokerage commissions, transfer taxes

and soliciting dealers' fees) paid by that interested stockholder for any shares of

common stock of the same class or series acquired by it (i) within the five-year period

immediately prior to the announcement date with respect to that business combination,

or (ii) within the five-year period immediately prior to, or in, the transaction in

which that interested stockholder became an interested stockholder, whichever is higher;

plus, in either case, interest compounded annually from the earliest date on which

that highest per share acquisition price was paid through the consummation date at

the rate for one-year United States Treasury obligations from time to time in effect;

less the aggregate amount of any cash dividends paid, and the market value of any

dividends paid other than in cash, per share of common stock since that earliest date,

up to the amount of that interest; and (b) the market value per share of common stock on the announcement date with respect

to that business combination or on that interested stockholder's stock acquisition

date, whichever is higher; plus interest compounded annually from that date through

the consummation date at the rate for one-year United States Treasury obligations

from time to time in effect; less the aggregate amount of any cash dividends paid,

and the market value of any dividends paid other than in cash, per share of common

stock since that date, up to the amount of that interest; (2) the aggregate amount of the cash and the market value as of the consummation date

of consideration other than cash to be received per share by holders of outstanding

shares of any class or series of stock, other than common stock, of that resident

domestic corporation is at least equal to the highest of the following (whether or

not that interested stockholder has previously acquired any shares of that class or

series of stock): (a) the highest per share price (including any brokerage commissions, transfer taxes

and soliciting dealers' fees) paid by that interested stockholder for any shares of

that class or series of stock acquired by it (i) within the five-year period immediately

prior to the announcement date with respect to that business combination, or (ii)

within the five-year period immediately prior to, or in, the transaction in which

that interested stockholder became an interested stockholder, whichever is higher;

plus, in either case, interest compounded annually from the earliest date on which

that highest per share acquisition price was paid through the consummation date at

the rate for one-year United States Treasury obligations from time to time in effect;

less the aggregate amount of any cash dividends paid, and the market value of any

dividends paid other than in cash, per share of that class or series of stock since

that earliest date, up to the amount of that interest; (b) the highest preferential amount per share to which the holders of shares of that

class or series of stock are entitled in the event of any liquidation, dissolution

or winding up of that resident domestic corporation, plus the aggregate amount of

any dividends declared or due as to which those holders are entitled prior to payment

of dividends on some other class or series of stock (unless the aggregate amount of

those dividends is included in that preferential amount); and (c) the market value per share of that class or series of stock on the announcement

date with respect to that business combination or on that interested stockholder's

stock acquisition date, whichever is higher; plus interest compounded annually from

that date through the consummation date at the rate for one-year United States Treasury

obligations from time to time in effect; less the aggregate amount of any cash dividends

paid, and the market value of any dividends paid other than in cash, per share of

that class or series of stock since that date, up to the amount of that interest; (3) the consideration to be received by holders of a particular class or series of

outstanding stock (including common stock) of that resident domestic corporation in

that business combination is in cash or in the same form as the interested stockholder

has used to acquire the largest number of shares of that class or series of stock

previously acquired by it; (4) the holders of all outstanding shares of stock of that resident domestic corporation

not beneficially owned by that interested stockholder immediately prior to the consummation

of that business combination are entitled to receive in that business combination

cash or other consideration for those shares in compliance with paragraphs (1), (2)

and (3) of this subsection; and (5) after that interested stockholder's stock acquisition date and prior to the consummation

date with respect to that business combination, that interested stockholder has not

become the beneficial owner of any additional shares of stock of that resident domestic

corporation, except: (a) as part of the transaction which resulted in that interested stockholder becoming

an interested stockholder; (b) by virtue of proportionate stock splits, stock dividends or other distributions

of stock in respect of stock not constituting a business combination under paragraph

(5) of subsection e. of section 2 of this act; 3 (c) through a business combination meeting all of the conditions of paragraph (3)

and this paragraph; or (d) through purchase by that interested stockholder at any price which, if that price

had been paid in an otherwise permissible business combination, the announcement date

and consummation date of which were the date of that purchase, would have satisfied

the requirements of paragraphs (1), (2) and (3) of this subsection. d. a business combination approved by (1) the board of directors, or a committee of

the board of directors, of that resident domestic corporation consisting solely of

persons who are not employees, officers, directors, stockholders, affiliates or associates

of that interested stockholder prior to the consummation of the business combination;

and (2) the affirmative vote of the holders of a majority of the voting stock not

beneficially owned by such interested stockholder at a meeting called for such purpose

if the transaction or series of related transactions with the interested stockholder

which caused the person to become an interested stockholder was approved by the board

of directors of the resident domestic corporation prior to the consummation of such

transaction or series of related transactions. 1

N.J.S.A. § 14A:10A-4. 2

N.J.S.A. § 14A:10A-6. 3

N.J.S.A. § 14A:10A-2.