N.D. Cent. Code § 10-35-02

10-35-02. Definitions

For purposes of this chapter, unless the context otherwise requires:

1. "Beneficial owner", "owns beneficially", and similar terms have the same meaning as in

the rules and regulations of the commission under section 13 of the Exchange Act.

2. "Commission" means the United States securities and exchange commission.

3. "Exchange Act" means the Securities Exchange Act of 1934, as amended

[15 U.S.C. 78a et seq.].

4. "Executive officer" has the same meaning as in the rules and regulations of the

commission under the Exchange Act.

5. "Poison pill" means a security created or issued by a publicly traded corporation that

precludes or limits a person or group of persons from owning beneficially or of record,

or from exercising, converting, transferring, or receiving, the security on the same

terms as other shareholders or which is intended to have the effect of diluting

disproportionately from the shareholders generally the interest of the person or group

of persons in the corporation or a successor to the corporation or otherwise

discouraging the person or group of persons from acquiring beneficial ownership of

shares of the corporation or a successor to the corporation. For the purposes of this

subsection:

a. A security may constitute a poison pill whether or not it trades separately or

together with other securities of the corporation and whether or not it is evidenced

by a separate certificate or by a certificate for other securities of the corporation.

b. "Poison pill" includes any form of security created or issued by a corporation, or

any agreement or arrangement entered into by a corporation, regardless of the

name by which it is known, that is designed or intended to operate as or that has

the effect of what is commonly referred to, either on July 1, 2007, or at any time

thereafter, as a "poison pill" or "shareholder rights plan".

c. A security is not a poison pill if it would otherwise be a poison pill solely because

it contains restrictions on ownership or acquisition of shares of the corporation

that are necessary:

(1) To maintain the tax status of the corporation; or

(2) For the corporation to comply with a statute, rule, or regulation that

regulates a business in which the corporation is engaged.

d. "Security" includes:

(1) An investment contract, warrant, option right, conversion right, or any other

form of right or obligation;

(2) A "security" within the meaning of that term in the Exchange Act, the

Securities Act of 1933, as amended [15 U.S.C. 77a et seq.], the rules and

regulations of the commission, or judicial interpretations under any of the

foregoing;

(3) Any other ownership interest or right to acquire an ownership interest;

(4) Any other instrument commonly known as a "security"; and
f right or obligation;

(2) A "security" within the meaning of that term in the Exchange Act, the

Securities Act of 1933, as amended [15 U.S.C. 77a et seq.], the rules and

regulations of the commission, or judicial interpretations under any of the

foregoing;

(3) Any other ownership interest or right to acquire an ownership interest;

(4) Any other instrument commonly known as a "security"; and

(5) Any instrument or contract right created or issued by a publicly traded

corporation, whether or not the instrument or contract right is a security

under any other provision of law.

6. "Publicly traded corporation" or "corporation" means a corporation as defined in

section 10-19.1-01:

a. That becomes governed by chapter 10-19.1 after July 1, 2007; and

b. The articles of which state that the corporation is governed by this chapter.

7. "Publicly traded corporation franchise fee" means the fee imposed by subsection 3 of

section 10-35-28.

8. "Qualified shareholder" means a person or group of persons acting together that

satisfies the following requirements:

a. The person or group owns beneficially in the aggregate more than five percent of

the outstanding shares of the publicly traded corporation that are entitled to vote

generally for the election of directors; and

b. The person or each member of the group has beneficially owned the shares that

are used for purposes of determining the ownership threshold in subdivision a

continuously for at least two years.

9. "Required vote" means approval of a provision of the articles or bylaws, at a time when

the publicly traded corporation has a class of voting shares registered under the

Exchange Act, by at least the affirmative vote of both:

a. A majority of the directors in office who are not executive officers of the

corporation; and

b. Two-thirds of the voting power of the outstanding shares entitled to vote generally

for the election of directors that are not owned beneficially or of record by

directors or executive officers of the corporation.