§ 912. Requirements relating to certain business combinations.\n (a) For the purposes of this section:\n (1) "Affiliate" means a person that directly, or indirectly through\none or more intermediaries, controls, or is controlled by, or is under\ncommon control with, a specified person.\n (2) "Announcement date", when used in reference to any business\ncombination, means the date of the first public announcement of the\nfinal, definitive proposal for such business combination.\n (3) "Associate", when used to indicate a relationship with any person,\nmeans (A) any corporation or organization of which such person is an\nofficer or partner or is, directly or indirectly, the beneficial owner\nof ten percent or more of any class of voting stock, (B) any trust or\nother estate in which such person has a substantial beneficial interest\nor as to which such person serves as trustee or in a similar fiduciary\ncapacity, and (C) any relative or spouse of such person, or any relative\nof such spouse, who has the same home as such person.\n (4) "Beneficial owner", when used with respect to any stock, means a\nperson:\n (A) that, individually or with or through any of its affiliates or\nassociates, beneficially owns such stock, directly or indirectly; or\n (B) that, individually or with or through any of its affiliates or\nassociates, has (i) the right to acquire such stock (whether such right\nis exercisable immediately or only after the passage of time), pursuant\nto any agreement, arrangement or understanding (whether or not in\nwriting), or upon the exercise of conversion rights, exchange rights,\nwarrants or options, or otherwise; provided, however, that a person\nshall not be deemed the beneficial owner of stock tendered pursuant to a\ntender or exchange offer made by such person or any of such person's\naffiliates or associates until such tendered stock is accepted for\npurchase or exchange; or (ii) the right to vote such stock pursuant to\nany agreement, arrangement or understanding (whether or not in writing);\nprovided, however, that a person shall not be deemed the beneficial\nowner of any stock under this item if the agreement, arrangement or\nunderstanding to vote such stock (X) arises solely from a revocable\nproxy or consent given in response to a proxy or consent solicitation\nmade in accordance with the applicable rules and regulations under the\nExchange Act and (Y) is not then reportable on a Schedule 13D under the\nExchange Act (or any comparable or successor report); or\n (C) that has any agreement, arrangement or understanding (whether or\nnot in writing), for the purpose of acquiring, holding, voting (except\nvoting pursuant to a revocable proxy or consent as described in item\n(ii) of clause (B) of this subparagraph), or disposing of such stock\nwith any other person that beneficially owns, or whose affiliates or\nassociates beneficially own, directly or indirectly, such stock.\n (5) "Business combination", when used in reference to any domestic\ncorporation and any interested shareholder of such corporation, means:\n (A) any merger or consolidation of such corporation or any subsidiary\nof such corporation with (i) such interested shareholder or (ii) any\nother corporation (whether or not itself an interested shareholder of\nsuch corporation) which is, or after such merger or consolidation would\nbe, an affiliate or associate of such interested shareholder;\n (B) any sale, lease, exchange, mortgage, pledge, transfer or other\ndisposition (in one transaction or a series of transactions) to or with\nsuch interested shareholder or any affiliate or associate of such\ninterested shareholder of assets of such corporation or any subsidiary\nof such corporation (i) having an aggregate market value equal to ten\npercent or more of the aggregate market value of all the assets,\ndetermined on a consolidated basis, of such corporation, (ii) having an\naggregate market value equal to ten percent or more of the aggregat
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