2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2556 - Certain minimum conditions.

     § 2556.  Certain minimum conditions.
        A business combination conforming to section 2555(2)(i) or
     (4) (relating to requirements relating to certain business
     combinations) shall meet all of the following conditions:
            (1)  The aggregate amount of the cash and the market
        value as of the consummation date of consideration other than
        cash to be received per share by holders of outstanding
        common shares of such registered corporation in the business
        combination is at least equal to the higher of the following:
                (i)  The highest per share price paid by the
            interested shareholder at a time when the shareholder was
            the beneficial owner, directly or indirectly, of shares
            entitling that person to cast at least 5% of the votes
            that all shareholders would be entitled to cast in an
            election of directors of the corporation, for any common
            shares of the same class or series acquired by it:
                    (A)  within the five-year period immediately
                prior to the announcement date with respect to such
                business combination; or
                    (B)  within the five-year period immediately
                prior to, or in, the transaction in which the
                interested shareholder became an interested
                shareholder;
            whichever is higher; plus, in either case, interest
            compounded annually from the earliest date on which the
            highest per-share acquisition price was paid through the
            consummation date at the rate for one year United States
            Treasury obligations from time to time in effect; less
            the aggregate amount of any cash dividends paid, and the
            market value of any dividends paid other than in cash,
            per common share since such earliest date, up to the
            amount of the interest.
                (ii)  The market value per common share on the
            announcement date with respect to the business
            combination or on the interested shareholder's share
            acquisition date, whichever is higher; plus interest
            compounded annually from such date through the
            consummation date at the rate for one-year United States
            Treasury obligations from time to time in effect; less
            the aggregate amount of any cash dividends paid, and the
            market value of any dividends paid other than in cash,
            per common share since such date, up to the amount of the
            interest.
            (2)  The aggregate amount of the cash and the market
        value as of the consummation date of consideration other than
        cash to be received per share by holders of outstanding
        shares of any class or series of shares, other than common
        shares, of the corporation is at least equal to the highest
        of the following (whether or not the interested shareholder
        has previously acquired any shares of such class or series of
        shares):
                (i)  The highest per-share price paid by the
            interested shareholder at a time when the shareholder was
            the beneficial owner, directly or indirectly, of shares
            entitling that person to cast at least 5% of the votes
            that all shareholders would be entitled to cast in an
            election of directors of such corporation, for any shares
            of such class or series of shares acquired by it:
                    (A)  within the five-year period immediately
                prior to the announcement date with respect to the
                business combination; or
                    (B)  within the five-year period immediately
                prior to, or in, the transaction in which the
                interested shareholder became an interested
                shareholder;
            whichever is higher; plus, in either case, interest
            compounded annually from the earliest date on which the
            highest per-share acquisition price was paid through the
            consummation date at the rate for one-year United States
            Treasury obligations from time to time in effect; less
            the aggregate amount of any cash dividends paid, and the
            market value of any dividends paid other than in cash,
            per share of such class or series of shares since such
            earliest date, up to the amount of the interest.
                (ii)  The highest preferential amount per share to
            which the holders of shares of such class or series of
            shares are entitled in the event of any voluntary
            liquidation, dissolution or winding up of the
            corporation, plus the aggregate amount of any dividends
            declared or due as to which such holders are entitled
            prior to payment of dividends on some other class or
            series of shares (unless the aggregate amount of the
            dividends is included in such preferential amount).
                (iii)  The market value per share of such class or
            series of shares on the announcement date with respect to
            the business combination or on the interested
            shareholder's share acquisition date, whichever is
            higher; plus interest compounded annually from such date
            through the consummation date at the rate for one-year
            United States Treasury obligations from time to time in
            effect; less the aggregate amount of any cash dividends
            paid and the market value of any dividends paid other
            than in cash, per share of such class or series of shares
            since such date, up to the amount of the interest.
            (3)  The consideration to be received by holders of a
        particular class or series of outstanding shares (including
        common shares) of the corporation in the business combination
        is in cash or in the same form as the interested shareholder
        has used to acquire the largest number of shares of such
        class or series of shares previously acquired by it, and the
        consideration shall be distributed promptly.
            (4)  The holders of all outstanding shares of the
        corporation not beneficially owned by the interested
        shareholder immediately prior to the consummation of the
        business combination are entitled to receive in the business
        combination cash or other consideration for such shares in
        compliance with paragraphs (1), (2) and (3).
            (5)  After the interested shareholder's share acquisition
        date and prior to the consummation date with respect to the
        business combination, the interested shareholder has not
        become the beneficial owner of any additional voting shares
        of such corporation except:
                (i)  as part of the transaction which resulted in
            such interested shareholder becoming an interested
            shareholder;
                (ii)  by virtue of proportionate splits of shares,
            share dividends or other distributions of shares in
            respect of shares not constituting a business combination
            as defined in this subchapter;
                (iii)  through a business combination meeting all of
            the conditions of section 2555(1), (2), (3) or (4);
                (iv)  through purchase by the interested shareholder
            at any price which, if the price had been paid in an
            otherwise permissible business combination the
            announcement date and consummation date of which were the
            date of such purchase, would have satisfied the
            requirements of paragraphs (1), (2) and (3); or
                (v)  through purchase required by and pursuant to the
            provisions of, and at no less than the fair value
            (including interest to the date of payment) as determined
            by a court-appointed appraiser under section 2547
            (relating to valuation procedures) or, if such fair value
            was not then so determined, then at a price that would
            satisfy the conditions in subparagraph (iv).

        Cross References.  Section 2556 is referred to in section
     2555 of this title.