ISSUING PUBLIC CORPORATION; DEFINITION

A. As used in Sections 1145 through 1155 of this title, "issuing public corporation" means a domestic corporation that has:

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.