Oklahoma § 18-1153

§ 18-1153.

Resolution granting control share voting rights.

RESOLUTION GRANTING CONTROL SHARE VOTING RIGHTS

A. All votes cast at the meeting for or against the resolution

contained in the acquiring person statement must be identified as

noninterested shares. To be approved, the resolution shall receive

the affirmative votes of a majority of all voting power, excluding

all interested shares. If the resolution is not approved, the

acquiring person, not sooner than six (6) months after disapproval

of the resolution, may present a new resolution for a vote of

shareholders in accordance with this section at any subsequent

shareholders meeting.

B. A proxy relating to a meeting of shareholders to be held

pursuant to Section 1151 of this title shall be solicited separately

from the offer to purchase or solicitation of an offer to sell

shares of the issuing public corporation.

C. 1. For purposes of this subsection, "competing control

share acquisition" means a control share acquisition or proposed

control share acquisition that is the subject of an acquiring person

statement delivered to the issuing public corporation pursuant to

Section 1150 of this title not less than twenty-five (25) days prior

to the scheduled annual or special meeting date which has been or is

required to be established pursuant to Section 1151 of this title

with respect to a pending control share acquisition.

2. In the event that a competing control share acquisition is

made or proposed, the issuing public corporation shall, at the

option of the acquiring person making the competing control share

acquisition, call for a vote of shareholders to consider the

resolution relating to the voting rights of the competing control

share acquisition at the same meeting that has been or is to be

called to consider the voting rights of the pending control share

acquisition. In the event the acquiring person making the competing

control share acquisition does not elect in writing to have the

resolution relating to the voting rights of the competing control

share acquisition considered at the same meeting, any vote shall be

held as provided in Section 1153 of this title, except that in such

case no vote shall be called on the competing control share

acquisition prior to the earlier of the vote on the resolution

relating to voting rights of the pending control share acquisition

or fifty-one (51) days after receipt by the issuing public

corporation of the request for a meeting by the acquiring person

making the pending control share acquisition.

Oklahoma Statutes - Title 18. Corporations

3. If more than one resolution relating to a control share

acquisition is to be considered at any meeting or at meetings

scheduled for or occurring on the same day, all such resolutions

relating to the voting rights of acquiring persons shall be

considered by shareholders in the order in which the initial

acquiring person statements relating to such control share

acquisitions were delivered to the issuing public corporation.

However, no resolution approved by shareholders shall become

effective until midnight of the date on which the respective

shareholder approval occurs.

4. If resolutions relating to two (2) or more control share

acquisitions are subject to shareholder vote pursuant to Section

1153 of this title, shares held by an acquiring person are

considered interested shares only for purposes of a vote on a

resolution relating to a control share acquisition by that same

acquiring person.

Added by Laws 1987, c. 146, § 23, emerg. eff. June 24, 1987.

Amended by Laws 1990, c. 328, § 11, eff. Sept. 1, 1990; Laws 1991,

c. 53, § 10, eff. Sept. 1, 1991.