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(b) 'The term "Related Person" shall mean and include any individual,' corporation, partnership or other person or entity which, together with its "Affiliates" and "Associates" (as defined on September 1, 1982 at Rule 12b-2 under the Securities Exchange Act of 1934) , "Beneficially Owns" (as defined on September 1, 1982 at Rule 13d-3 'under the Securities Exchange Act of 1934) in the aggregate 20 pearcent or more of the outstanding Common Shares of the Corporation, and any Affiliate or Associate of any such individual, corporation, partnership or other person or entity. (c) !The term "Substantial Part" shall mean more than 30 percent of ,the fair market value of the total assets of the corporation in 'question, as of the end of its most recent fiscal year ending prior to the time the determination is being made. (d) !Without limitation, any Common Shares of the Corporation that any Related Person has the right to acquire pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise, shall be ' deemed beneficially owned by the Related Person. E (e) For the purposes of sub-paragraph (2) of this Article SIXTH, the term "other consideration to be received" shall include, without limitation, Common Shares of the Corporation retained by its existing public shareholders in the event ' of a Business Combination in which the Corporation is the surviving corporation. (f) The term Continuing Director" shall mean a director who was a member of the Board of Directors of the Corporation immediately prior to the time that the Related Person involved in a Business Combination became a Related Person. t SEVENTH: To the extent permitted by law, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire shares of any class issued by it at such times, for such considerations and upon such terms and conditions as the Board of Directors may determine. EIGHTH: pThe Corporation reserves the right at any time and from time to 4time substantially to change, alter, add to or diminish its purposes as specified in these Amended Articles of Incorporation in any manner now or hereafter permitted by law. Any such change' in the purposes of the Corporation if accomplished in a manner now or hereafter permitted by law shall be binding and • conclusive upon: every shareholder of the Corporation as fully as if such shareholder had voted therefor at a meeting of the shareholders iauthorizing such change, and no shareholder i -10-