Okla. Stat. tit. 18, § 18-1146

CONTROL SHARE ACQUISITION; DEFINITION

A. As used in Sections 1145 through 1155 of this title,

"control share acquisition" means acquisition by any person of

ownership of, or the power to direct the exercise of voting power

with respect to, control shares.

B. A person who acquires shares in the ordinary course of

business for the benefit of others in good faith and not for the

purpose of circumventing Sections 1145 through 1155 of this title

has not made a control share acquisition of shares in respect of

which that person is able to exercise or direct the exercise of

votes only after requesting further instruction from others.

C. The acquisition of any control shares does not constitute a

control share acquisition if the acquisition is made in good faith

and not for the purpose of circumventing Sections 1145 through 1155

of this title in any of the following circumstances:

1. At a time when the corporation was not subject to Sections

1145 through 1155 of this title;

2. Pursuant to a contract entered into at a time when the

corporation was not subject to Sections 1145 through 1155 of this

title;

3. Pursuant to the laws of descent and distribution;

4. Pursuant to the satisfaction of a pledge or other security

interest;

5. Pursuant to a merger, consolidation, or share acquisition

effected in compliance with Section 1081, 1082, 1083, 1090.1 or

1090.2 of this title, if the issuing public corporation is a party

to the agreement of merger, consolidation, or share acquisition;

6. By a donee receiving the shares pursuant to an inter vivos

gift;

7. By a person of additional shares within the range of voting

power for which such person has received approval pursuant to

Section 1153 of this title or within the range of voting power

Oklahoma Statutes - Title 18. Corporations Page 521

resulting from shares acquired in a transaction described in this

subsection;

8. An increase in voting power resulting from any action taken

by the issuing public corporation, provided the person whose voting

power is thereby affected is not an affiliate of the corporation;

9. Pursuant to the solicitation of proxies subject to

Regulation 14A under the Securities Exchange Act of 1934, 15 U.S.C.

Section 78a et seq., as amended, or in the case of an issuing public

corporation which is not subject to such Regulation 14A, the

solicitation of proxies in accordance with the laws of the State of

Oklahoma;

10. Pursuant to a transfer between or among immediate family

members, or between or among persons under direct common control.

An "immediate family member" is any relative or spouse of a person,

or any relative of such spouse, who has the same home as such

person; or

11. From any person whose previous acquisition of shares would

have constituted a control share acquisition but for paragraphs 1

through 10 of this subsection, provided the acquisition does not

result in the acquiring person holding voting power within a higher

range of voting power than that of the person from whom the control

shares were acquired.