Ohio § 1701.831

§ 1701.831.

(A) Unless the articles, the regulations adopted by the shareholders, or the regulations

adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code of the issuing public corporation provide that this section does not apply to control

share acquisitions of shares of such corporation, any control share acquisition of

an issuing public corporation shall be made only with the prior authorization of the

shareholders of such corporation in accordance with this section. (B) Any person who proposes to make a control share acquisition shall deliver an acquiring

person statement to the issuing public corporation at the issuing public corporation's

principal executive offices.  Such acquiring person statement shall set forth all of the following: (1) The identity of the acquiring person; (2) A statement that the acquiring person statement is given pursuant to this section; (3) The number of shares of the issuing public corporation owned, directly or indirectly,

by the acquiring person; (4) The range of voting power, described in division (Z)(1)(a), (b), or (c) of section

1701.01 of the Revised Code, under which the proposed control share acquisition would,

if consummated, fall; (5) A description in reasonable detail of the terms of the proposed control share acquisition; (6) Representations of the acquiring person, together with a statement in reasonable

detail of the facts upon which they are based, that the proposed control share acquisition,

if consummated, will not be contrary to law, and that the acquiring person has the

financial capacity to make the proposed control share acquisition. (C)(1) Within ten days after receipt of an acquiring person statement that complies with

division (B) of this section, the directors of the issuing public corporation shall

call a special meeting of shareholders of the issuing public corporation for the purpose

of voting on the proposed control share acquisition.  Subject to division (C)(2) of this section, unless the acquiring person and the

issuing public corporation agree in writing to another date, such special meeting

of shareholders shall be held within fifty days after receipt by the issuing public

corporation of the acquiring person statement.  If the acquiring person so requests in writing at the time of delivery of the acquiring

person statement, such special meetings shall be held no sooner than thirty days after

receipt by the issuing public corporation of the acquiring person statement.  Subject to division (C)(2) of this section, such special meeting of shareholders

shall be held no later than any other special meeting of shareholders that is called,

after receipt by the issuing public corporation of the acquiring person statement,

in compliance with this section or section 1701.76 , 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.801 , or 1701.83 of the Revised Code . (2) If, in connection with a proposed control share acquisition, the acquiring person

changes the percentage of the class of shares being sought, the consideration offered,

or the security dealer's soliciting fee;  extends the expiration date of a tender

offer for the shares being sought;  or otherwise changes the terms of the proposed

control share acquisition, then the directors of the issuing public corporation may

reschedule the special meeting of shareholders required by division (C)(1) of this

section.  If the proposed control share acquisition is to be made pursuant to a tender offer,

then the meeting may be rescheduled to a date that is not later than the expiration

date of the offer.  If the proposed control share acquisition is to be made other than pursuant to a

tender offer, the meeting may be rescheduled to a date that is not later than ten

business days after notice of the change is first given to the shareholders. (D) Notice of the special meeting of shareholders shall be given as promptly as reasonably

practicable by the issuing public corporation to all shareholders of record as of

the record date set for such meeting, whether or not entitled to vote at the meeting.  The notice shall include or be accompanied by both of the following: (1) A copy of the acquiring person statement delivered to the issuing public corporation

pursuant to this section; (2) A statement by the issuing public corporation, authorized by its directors, of its

position or recommendation, or that it is taking no position or making no recommendation,

with respect to the proposed control share acquisition. (E) The acquiring person may make the proposed control share acquisition if both of the

following occur: (1) The shareholders of the issuing public corporation who hold shares as of the record

date of such corporation entitling them to vote in the election of directors authorize

the acquisition at the special meeting held for that purpose at which a quorum is

present by an affirmative vote of a majority of the voting power of such corporation

in the election of directors represented at the meeting in person or by proxy, and

a majority of the portion of the voting power excluding the voting power of interested

shares represented at the meeting in person or by proxy.  A quorum shall be deemed to be present at the special meeting if at least a majority

of the voting power of the issuing public corporation in the election of directors

is represented at the meeting in person or by proxy. (2) The acquisition is consummated, in accordance with the terms so authorized, no later

than three hundred sixty days following shareholder authorization of the control share

acquisition. (F) Except as expressly provided in this section, nothing in this section shall be construed

to affect or impair any right, remedy, obligation, duty, power, or authority of any

acquiring person, any issuing public corporation, the directors of any acquiring person

or issuing public corporation, or any other person under the laws of this or any other

state or of the United States. (G) If any application of any provision of this section is for any reason held to be

illegal or invalid, the illegality or invalidity shall not affect any legal and valid

provision or application of this section, and the parts and applications of this section

are severable.