17-18-105 through 17-18-111. This election shall be effective

17-18-105 through 17-18-111. This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or

(iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state.

(b) If a takeover offer is outstanding and in progress at the time the election becomes effective, all further acquisition of stock by the offeror shall cease until the offer is in compliance with the stockholder takeover protection provision of W.S. 17-18-105 through 17-18-111. The offeror may take any steps necessary to comply with these provisions before the election becomes effective.

(c) The election not to be subject to the shareholder takeover provisions of W.S. 17-18-105 through 17-18-111 may be revoked by the same method employed under subsection (a) of this section for making the election.

17-18-106. Statement; consent to service of process; filing fee; copy to target company.

(a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror shall pay a filing fee of seven hundred fifty dollars ($750.00) and shall, not later than the filing date of the statement, deliver a copy of the statement to the target company at its principal office and, if different, to its Wyoming registered agent for service of process.

(b) If a takeover offer is subject to any federal law, the statement shall be one (1) copy of each document required to be filed with the securities and exchange commission and any other federal agency. If the takeover offer is not subject to any requirement of federal law, the statement shall be filed on forms prescribed by the secretary of state and shall contain the following information:

(i) The identity of and material information concerning the offeror, including:

(A) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period;

(B) If the offeror is not a corporation, information concerning the person's background, including his material business activities and affiliations during the past three (3) years, and a description of any material pending legal or administrative proceeding in which he is a party.

(ii) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the target company, and, if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all the parties;

(iii) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to liquidate the target company, sell its assets, effect its merger or consolidation, or make any other major change in its business, corporate structure, management or personnel;

(iv) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly;

(v) Information as to any contracts, arrangements, understandings or negotiations with any person concerning any equity security of the target company, including transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom those contracts, arrangements or understandings have been entered;

(vi) Information as to any contracts, arrangements, understandings or negotiations, with any person who is an officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer;

(vii) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent to the offerees initially disclosing the takeover offer; and

(viii) Any other information which the secretary of state prescribes by regulation.

17-18-107. Takeover offers; substantially equivalent terms to all offerees of same class.

No takeover offer shall be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.

17-18-108. Waiting period after offer; no purchase or payment in violation of order. No stock shall be contracted for, purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the secretary of state.

17-18-109. Waiting period after takeover; no acquisitions of equity securities of target company.

No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms. If a takeover offer is made or concluded while the election to be subject to the shareholder takeover protection provisions is in effect, the requirement of this section shall remain in effect for two (2) years following the conclusion of the takeover offer even if the election is subsequently terminated.

17-18-110. Takeover offer; untrue statements or omission of material facts unlawful.

In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive or manipulative acts or practices.

17-18-111. Exemptions to takeover requirements; burden of establishing entitlement.

(a) Even if a corporation has elected to be subject to the provisions of W.S. 17-18-106 through 17-18-110 do not apply to the following:

(i) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class; or

(ii) An acquisition determined by order of the secretary of state to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.

(b) An order may only be adopted under paragraph (a)(ii) of this section after a hearing pursuant to W.S. 17-18-113.

(c) The burden of establishing entitlement to any exemption is on the offeror.

17-18-112. Administration; regulations; rulemaking authority; individual liability of state officers or employees prohibited.

(a) This act shall be administered by the secretary of state of Wyoming.

(b) The secretary of state may promulgate reasonable rules and regulations necessary to carry out the purposes of this act.

(c) Neither the secretary of state, nor any of his employees, shall be liable in their individual capacity, except to the state of Wyoming, for any act done or omitted in connection with the performance of their respective duties under the provisions of this act.

17-18-113. Hearing; order of secretary of state prohibiting or conditioning purchase.

(a) Whenever it appears to the secretary of state that any person has acted or is about to act in a manner constituting a violation of any provision of this act or any rule or regulation adopted pursuant to this act, the secretary of state shall call a hearing to investigate the matter. Any interested person may petition the secretary of state for a hearing if that person reasonably believes a violation of W.S. 17-18-105 through