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r <br /> iSIXTH: The affirmative vote of the holders of record of <br /> shares entitling them to exercise two-thirds of the voting power <br /> of the shares o ` the Corporation and the affirmative vote of the <br /> holders of record of shares entitling them to exercise a majority <br /> of the voting power of those shares of the Corporation which are <br /> not held or beneficially owned by a "Related Person" (as <br /> hereinafter defined) shall be required for the approval or <br /> authorization of any "Business Combination" (as hereinafter <br /> defined) of the Corporation with any Related Person; provided, <br /> however, that ;the aforesaid two-thirds and majority voting <br /> requirements shall not be applicable if : <br /> B <br /> 1. A. majority of the "Continuing Directors" of the <br /> Corporation (as hereinafter defined) have approved <br /> the Business Combination; or <br /> I <br /> 2 . The Business Combination is a merger or <br /> consolidation and the cash or fair market value of <br /> the property, securities or other consideration to <br /> be received per share by holders of Common Shares <br /> o,f the Corporation in the Business Combination is <br /> not less than the highest per share price (with <br /> appropriate adjustments for recapitalization and <br /> for share splits, share dividends and like <br /> distributions) , paid by the Related Person in <br /> acquiring any of its holdings of the Corporation' s <br /> Common Shares. <br /> For the purposesiof this Article SIXTH: <br /> r <br /> (a) T.1-le term "Business Combination" shall mean (i). any <br /> merger or consolidation of the Corporation or a subsidiary with or <br /> into a Related PE'_rson, (ii) any sale, lease, exchange, transfer or <br /> other dispositior'i, including without limitation, a mortgage or any <br /> other security 'device, of all or any "Substantial Part" (as <br /> hereinafter defined) of the assets either of the Corporation <br /> (including without limitation any voting securities of a <br /> subsidiary) or of a subsidiary, to a Related Person, (iii) any <br /> merger or consolidation of a Related Person with or into the <br /> Corporation or a subsidiary of the Corporation, (iv) any sale, <br /> lease, exchange, transfer or other disposition of all or any <br /> Substantial Part ' of the assets of a Related Person to the <br /> Corporation or a subsidiary of the Corporation, (v) the issuance <br /> of any securit =_s of the Corporation or a subsidiary of the <br /> Corporation to a Related Person, (vi) any recapitalization that <br /> would have the e `.fect of increasing the voting power of a Related <br /> Person, and (vii.) any agreement, contract or other arrangement <br /> providing for any of the transactions described in this definition <br /> of Business Combination. <br /> 9 � <br /> k <br />