KRS 271B.12-210: Minimum share vote requirements for approval of business

combinations -- Limitations on business corporation.

(1) In addition to any vote otherwise required by law or the articles of incorporation of

the corporation, a business combination shall e ither be approved by a majority of

the independent members of the board of directors who are also continuing

directors, provided that the independent members of the board of directors shall not,

for the purposes of this subsection, be required to either ap prove or disapprove of

any proposed business combination, or approved by the affirmative vote of at least:

(a) Eighty percent (80%) of the votes entitled to be cast by outstanding shares of

voting stock of the corporation, voting together as a single voting group; and

(b) Two-thirds of the votes entitled to be cast by holders of voting stock other

than voting stock beneficially owned by the interested shareholder who is, or

whose affiliate is, a party to the business combination or by an affiliate or

associate of such interested shareholder, voting together as a single voting

group.

(2) Unless a business combination is exempted from the operation of KRS 271B.12 -

200 to 271B.12-230 in accordance with the terms hereof, the failure to comply with

the voting requ irements of subsection (1) of this section shall render such business

combination void.

(3) Notwithstanding anything to the contrary contained in this chapter (except the

provisions of KRS 271B.12-220(5)(a)), no corporation shall engage in any business

combination with any entity or person who is at the time of such business

combination an interested shareholder of such corporation, unless such person

became an interested shareholder before March 28, 1986, for a period of five (5)

years following the date o n which such interested shareholder became an interested

shareholder unless such business combination is approved by a majority of the

independent members of the board of directors of such corporation prior to such

date on which the interested shareholder became an interested shareholder. If a good

faith proposal is made in writing to the board of directors of such corporation

regarding a business combination, the board of directors shall respond, in writing,

within thirty (30) days or such shorter period, if any, as may be required by the

Securities Exchange Act of 1934, setting forth its reasons for its decision regarding

such proposal. If the board of directors does not respond affirmatively in writing

within thirty (30) days or such shorter period, if an y, as may be required by the

Securities Exchange Act of 1934, the independent members of the board of

directors shall be deemed to have disapproved the business combination.

(4) In discharging its duties under this section, or otherwise, the board of direc tors, in

considering the best interests of the corporation, may consider in addition to the

interests of the corporation's shareholders, any of the following:

(a) The interests of the corporation's employees, suppliers, creditors and

customers;

(b) The economy of the state and nation;

(c) Community and societal considerations; and

(d) The long -term as well as short -term interests of the corporation and its

shareholders, including the possibility that these interests may be best served

by the continued independence of the corporation.

(5) Notwithstanding KRS 271B.6 -020 and any other provision of this chapter, and

unless otherwise provided in the articles of incorporation before the creation or

issuance of any rights or options as set forth herein, in consider ing the interests of

the corporation's shareholders, the board of directors of a corporation may, before,

on or after July 15, 1988, create and issue rights or options pursuant to KRS

271B.6-240 which may contain provisions which adjust the option price or number

of shares issuable under such rights or options in the event of an acquisition of

shares or a reorganization, merger, consolidation, sale of assets or other occurrence

involving such corporation. Such rights or options may also include conditions t hat

prevent the holder or holders of at least a specified number or percentage of the

outstanding shares of the corporation, including subsequent transferees of the

holder, from exercising those rights or options.