17-18-403.

17-18-403.

(c) For the purpose of determining whether a person is an interested stockholder as defined in paragraph (b)(vii) of this section, the number of voting stock of the corporation considered outstanding includes stock considered owned by that person, but does not include other unissued voting stock of the qualified corporation that may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

17-18-103. Requirements to choose options.

(a) Any qualified corporation may elect to exercise or not to exercise any of the options set forth in articles 1 and 2 of this act. No elections for an option shall be made if the corporation does not meet the criteria of a qualified corporation at the time of the election. Any elections made under articles 1 and 2 of this act may be terminated in the same manner as the elections are made subject to the restrictions of this act.

(b) If a corporation ceases to have substantial business operations within Wyoming, any election made under articles 1 and 2 of this act shall be null and void until the substantial business operations are restored and maintained for at least ninety (90) days. If the corporation terminates substantial business operations in Wyoming for the purpose of terminating an election under articles 1 and 2 of this act, the election shall remain in effect. If a corporation terminates substantial business operations within Wyoming for the purpose of voiding the restrictions on business combinations with interested stockholders provided by W.S. 17-18-104, the restrictions shall remain in effect.

(c) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to insufficient assets required by the definition provided in W.S. 17-18-102(b)(viii), at the end of a fiscal year any election made under articles 1 and 2 of this act and the requirements of W.S. 17-18-104 and article 3 of this act shall be null and void sixty (60) days after the end of the following fiscal year unless sufficient assets are again present at the end of that fiscal year.

(d) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to failure to meet the class of voting stock requirements required by the definition provided in W.S. 17-18-102(b)(viii), the corporation shall continue to be subject to W.S. 17-18-104 and article 3 of this act for five (5) years and any election made under articles 1 and 2 of this act prior to the failure to meet the criteria shall be null and void five (5) years from the date of the failure to meet the criteria. If the criteria are again met the election shall become effective and the corporation shall continue to be subject to W.S. 17-18-104.

17-18-104. Option; restrictions on business combinations.

(a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the restrictions on business combinations in the event it becomes a qualified corporation. The election shall be made either:

(i) Through a specific provision in the articles of incorporation;

(ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S.