New Jersey § 14a:10a-6

§ 14a:10a-6.

a. Unless the certificate of incorporation provides otherwise, the provisions of this

act shall not apply to any business combination of a resident domestic corporation

with an interested stockholder if the resident domestic corporation did not have a

class of voting stock registered or traded on a national securities exchange or registered

with the Securities and Exchange Commission pursuant to section 12(g) of the Exchange

Act, 48 Stat. 892 ( 15 U.S.C. s.781 s.78l ) on that interested stockholder's stock acquisition date. b. Unless the certificate of incorporation provides otherwise, the provisions of this

act shall not apply to any business combination with an interested stockholder who

was an interested stockholder prior to the effective date of this act unless subsequent

thereto that interested stockholder increased his or its interested stockholder's

proportion of the voting power of the resident domestic corporation's outstanding

voting stock to a proportion in excess of the proportion of voting power that interested

stockholder held prior to the effective date of this act. c. (Deleted by amendment, P.L.1987, c. 380.) d. The provisions of this act shall not apply to any business combination of a resident

domestic corporation with an interested stockholder of that corporation which became

an interested stockholder inadvertently, if such interested stockholder (1) as soon

as practicable divests itself or himself of a sufficient amount of the voting stock

of that resident domestic corporation so that he or it no longer is the beneficial

owner, directly or indirectly, of 10% or more of the voting power of the outstanding

voting stock of that corporation, or a subsidiary of that resident domestic corporation,

and (2) would not at any time within the five-year period preceding the announcement

date with respect to that business combination have been an interested stockholder

but for that inadvertent acquisition. e. (Deleted by amendment, P.L.1989, c. 106 .) f. The provisions of this act shall not apply to any business combination of a resident

domestic corporation with an interested stockholder of that corporation which, prior

to August 5, 1986, became the beneficial owner of more than 50% of the voting power

of the outstanding voting stock of that resident domestic corporation by reason of

a purchase of voting stock directly from that resident domestic corporation in a transaction

approved by the board of directors of that resident domestic corporation, provided

that, at the time of the approval, none of the directors of the resident domestic

corporation was an employee, officer, director, shareholder, affiliate or associate

of the interested stockholder. g. The provisions of this act shall not apply to any business combination of a resident

domestic corporation with an interested stockholder of that corporation which became

an interested stockholder on or after August 5, 1986 and before January 1, 1987. h. The provisions of P.L.1986, c. 74 ( C.14A:10A-1 et seq. ) shall not apply to any stockholder who was the beneficial owner of 5% or more of

the voting power of the outstanding voting stock of that resident domestic corporation

on the effective date of P.L.2013, c. 40 if the resident domestic corporation did not, on the effective date of P.L.2013, c. 40, have its principal executive offices located in this State or significant business

operations located in this State.