Oklahoma § 18-1148

§ 18-1148.

Issuing public corporation - definition.

ISSUING PUBLIC CORPORATION; DEFINITION

A. As used in Sections 1145 through 1155 of this title,

"issuing public corporation" means a domestic corporation that has:

Oklahoma Statutes - Title 18. Corporations

1. Any class of securities registered pursuant to Section 12 or

is subject to Section 15(d) of the Securities Exchange Act of 1934,

15 U.S.C. Section 78a et seq., as amended;

2. One thousand (1,000) or more shareholders; and

3. Either:

a.

more than ten percent (10%) of its shareholders

resident in Oklahoma,

b.

more than ten percent (10%) of its shares owned by

Oklahoma residents, or

c.

ten thousand (10,000) shareholders resident in

Oklahoma.

B. The residence of a shareholder is presumed to be the address

appearing in the records of the corporation.

C. Shares held by banks except as trustee or guardian, brokers

or nominees shall be disregarded for purposes of calculating the

percentages or numbers described in this section.

D. A domestic corporation that is not an issuing public

corporation but that has one hundred (100) or more shareholders of

record and meets one of the requirements set forth in subsection A

of this section, or an issuing public corporation to which Sections

1145 through 1155 of this title do not apply, may elect to be

subject to Sections 1145 through 1155 of this title as an issuing

public corporation by amending its certificate of incorporation to

provide that Sections 1145 through 1155 of this title shall apply to

the corporation as of a specified date and filing the amendment with

the Secretary of State on or before such date.

E. A corporation which would be an issuing public corporation

under subsection A of this section may elect not to be subject to

Sections 1145 through 1155 of this title before a control share

acquisition occurs or an acquiring person statement is delivered:

1. By amending its certificate of incorporation to provide that

Sections 1145 through 1155 of this title shall not apply to the

corporation as of a specified date and filing the amendment with the

Secretary of State before such date; or

2. By action of its board of directors adopting an amendment to

its bylaws within ninety (90) days of the effective date of this act

expressly providing that Sections 1145 through 1155 of this title

shall not apply to the corporation, which amendment shall not be

further amended by the board of directors.

Added by Laws 1987, c. 146, § 18, emerg. eff. June 24, 1987.

Amended by Laws 1988, c. 323, § 31, eff. Nov. 1, 1988; Laws 1990, c.

328, § 9, eff. Sept. 1, 1990; Laws 1991, c. 53, § 6, eff. Sept. 1,

1991.