2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2555 - Requirements relating to certain business combinations.

     § 2555.  Requirements relating to certain business combinations.
        Notwithstanding anything to the contrary contained in this
     subpart (except the provisions of section 2551 (relating to
     application and effect of subchapter)), a registered corporation
     shall not engage at any time in any business combination with
     any interested shareholder of the corporation other than:
            (1)  A business combination approved by the board of
        directors of the corporation prior to the interested
        shareholder's share acquisition date, or where the purchase
        of shares made by the interested shareholder on the
        interested shareholder's share acquisition date had been
        approved by the board of directors of the corporation prior
        to the interested shareholder's share acquisition date.
            (2)  A business combination approved:
                (i)  by the affirmative vote of the holders of shares
            entitling such holders to cast a majority of the votes
            that all shareholders would be entitled to cast in an
            election of directors of the corporation, not including
            any voting shares beneficially owned by the interested
            shareholder or any affiliate or associate of such
            interested shareholder, at a meeting called for such
            purpose no earlier than three months after the interested
            shareholder became, and if at the time of the meeting the
            interested shareholder is, the beneficial owner, directly
            or indirectly, of shares entitling the interested
            shareholder to cast at least 80% of the votes that all
            shareholders would be entitled to cast in an election of
            directors of the corporation, and if the business
            combination satisfies all the conditions of section 2556
            (relating to certain minimum conditions); or
                (ii)  by the affirmative vote of all of the holders
            of all of the outstanding common shares.
            (3)  A business combination approved by the affirmative
        vote of the holders of shares entitling such holders to cast
        a majority of the votes that all shareholders would be
        entitled to cast in an election of directors of the
        corporation, not including any voting shares beneficially
        owned by the interested shareholder or any affiliate or
        associate of the interested shareholder, at a meeting called
        for such purpose no earlier than five years after the
        interested shareholder's share acquisition date.
            (4)  A business combination approved at a shareholders'
        meeting called for such purpose no earlier than five years
        after the interested shareholder's share acquisition date
        that meets all of the conditions of section 2556.

        Cross References.  Section 2555 is referred to in sections
     2521, 2556 of this title.