Ohio § 1701.83

§ 1701.83.

(A) To effect a combination or majority share acquisition, the directors of the acquiring

corporation shall authorize such transaction.  If the articles or regulations of the acquiring corporation require such transaction

to be authorized by its shareholders, or if such transaction involves the issuance

or transfer by the acquiring corporation of such number of its shares as entitle the

holders to exercise one-sixth or more of the voting power of such corporation in the

election of directors immediately after the consummation of such transaction, the

transaction shall also be authorized by the shareholders of the acquiring corporation

at a meeting held for the purpose, by the affirmative vote of the holders of shares

entitling them to exercise two-thirds of the voting power of the acquiring corporation

on such proposal or such different proportion as the articles provide, but not less

than a majority, and by such affirmative vote of the holders of shares of any particular

class as is required by the articles of such corporation.  Notice of the meeting of the shareholders shall be given to all shareholders, whether

or not entitled to vote thereat.  Such notice shall be accompanied by a copy or summary of the terms of proposed combination

or majority share acquisition. (B) The directors of the acquiring corporation may abandon such combination or majority

share acquisition, if authorized to do so by the terms of the combination or majority

share acquisition. (C) An action to set aside any combination or majority share acquisition on the ground

that any section of the Revised Code applicable thereto has not been complied with,

shall be brought within ninety days after the completion of such transaction, or be

forever barred.