2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2563 - Acquiring person safe harbor.

     § 2563.  Acquiring person safe harbor.
        (a)  Nonparticipant.--For the purposes of this subchapter, a
     person shall not be deemed an acquiring person, absent
     significant other activities indicating that a person should be
     deemed an acquiring person, by reason of voting or giving a
     proxy or consent as a shareholder of the corporation if the
     person is one who:
            (1)  did not acquire any voting shares of the corporation
        with the purpose of changing or influencing control of the
        corporation, seeking to acquire control of the corporation or
        influencing the outcome of a vote of shareholders under
        section 2564 (relating to voting rights of shares acquired in
        a control-share acquisition) or in connection with or as a
        participant in any agreement, arrangement, relationship,
        understanding or otherwise having any such purpose;
            (2)  if the control-share acquisition were consummated,
        would not be a person that has control over the corporation
        and will not receive, directly or indirectly, any
        consideration from a person that has control over the
        corporation other than consideration offered proportionately
        to all holders of voting shares of the corporation; and
            (3)  if a proxy or consent is given, executes a revocable
        proxy or consent given without consideration in response to a
        proxy or consent solicitation made in accordance with the
        applicable rules and regulations under the Exchange Act under
        circumstances not then reportable on Schedule 13d under the
        Exchange Act (or any comparable or successor report) by the
        person who gave the proxy or consent.
        (b)  Certain holders.--For the purpose of this subchapter, a
     person shall not be deemed an acquiring person if such person
     holds voting power within any of the ranges specified in the
     definition of "control-share acquisition":
            (1)  in good faith and not for the purpose of
        circumventing this subchapter, as an agent, bank, broker,
        nominee or trustee for one or more beneficial owners who do
        not individually or, if they are a group acting in concert,
        as a group have the voting power specified in any of the
        ranges in the definition of "control-share acquisition";
            (2)  in connection with the solicitation of proxies or
        consents by or on behalf of the corporation in connection
        with shareholder meetings or actions of the corporation;
            (3)  as a result of the solicitation of revocable proxies
        or consents with respect to voting shares if such proxies or
        consents both:
                (i)  are given without consideration in response to a
            proxy or consent solicitation made in accordance with the
            applicable rules and regulations under the Exchange Act;
            and
                (ii)  do not empower the holder thereof, whether or
            not this power is shared with any other person, to vote
            such shares except on the specific matters described in
            such proxy or consent and in accordance with the
            instructions of the giver of such proxy or consent; or
            (4)  to the extent of voting power arising from a
        contingent right of the holders of one or more classes or
        series of preference shares to elect one or more members of
        the board of directors upon or during the continuation of a
        default in the payment of dividends on such shares or another
        similar contingency.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 renumbered section 2562.1 to section
     2563, renumbered former section 2563 to section 2564, amended
     subsecs. (a)(1) and (b)(2) and (3) and added subsec. (b)(4).
        Cross References.  Section 2563 is referred to in section
     2562 of this title.