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acquiring person action adopted affiliate amendment amount applicable approved articles of incorporation assets authorized beneficial owner board of directors broker or dealer business combination bylaws certificate of incorporation class or series close corporation Commission committee consent control share acquisition copy corporation's court Court of Chancery creditors cumulative voting deemed determination directly or indirectly dissolution distribution dividends effective date employee entitled to vote equity securities executed filed indemnification interested shareholder issuer limited liability company limited partner limited partnership meeting ment merger or consolidation Model Act national securities exchange notice otherwise outstanding shares paragraph party payment prior proceeding proposed proxy purchase purpose pursuant to section quorum reasonable registered agent registration statement regulations request respect RMBCA Rule secretary security holders solicitation specified statute subdivision tender offer term thereof tion transaction transfer trust unless voting group voting power voting rights voting trust