EMC 2008 Annual Report Download - page 147

If the provisions of Chapter 110D shall become applicable to control share acquisitions of the corporation through amendment of these bylaws or
otherwise, the following provisions shall apply:
The corporation is authorized to redeem shares acquired in a control share acquisition to the extent and in accordance with the procedures
specified in Section 6 of Chapter 110D and in this Section.
The additional procedures for redemption specified in this Section are as follows:
Fair value shall be determined by the board of directors or a committee of the board of directors of the corporation, and the amount so
determined shall be included in the notice of redemption given by the corporation pursuant to Section 6 of Chapter 110D.
The person whose shares are being redeemed (the "Holder") may within ten days after the date of the notice of redemption advise the
corporation in writing that the Holder believes that the value so determined is not fair, and in such event the corporation shall, within the
30-day period following its receipt of the Holder's notice, permit the Holder to submit such written and oral evidence of value as the
Holder may wish and the board of directors or committee considers appropriate. The board of directors or committee shall affirm or revise
its determination of fair value within fifteen days after the completion of the 30-day period, and shall promptly advise the Holder in
writing of its decision.
The notice of redemption shall specify a redemption date, which shall be 30 days after the date of the notice (or the first business day after
the 30-day period), and a redemption office, which shall be the principal office of the corporation or an office of a commercial bank
specified by the corporation in the notice. The redemption date so fixed shall not be deferred by a request of the Holder for a
redetermination of fair value. The Holder shall cause the certificate or certificates representing the shares being redeemed to be delivered
to the redemption office not later than the redemption date, duly endorsed or assigned for transfer, with signature guaranteed, if such an
endorsement or assignment is required in the notice of redemption.
The certificate or certificates representing the shares being redeemed having been deposited in accordance with item (iii) above, the
redemption price shall be paid by the corporation on the redemption date specified in its notice of redemption or such later date as the
redemption price may be determined if the Holder has duly requested a redetermination of fair value.
Notice of redemption having been given, from and after the redemption date the shares being redeemed shall no longer be deemed to be
outstanding, and all rights of the holder or holders thereof as a shareholder or shareholders of the corporation shall cease, except the right
to receive the redemption price. If the corporation shall default in payment of the redemption price, interest shall accrue thereon from the
date of default at the base or prime rate of the corporation's principal lending bank or if none, the base or prime rate of Fleet Bank or its
successor, as in effect from time to time during the period of default.
Notice given by the corporation by first class mail or delivered in person on the basis of a good faith determination by the corporation of
the identity and address of the person who had made a control share acquisition shall be deemed to have been duly given.
Any person who makes a control share acquisition of the corporation shall be deemed to have consented to and shall be bound by the
provisions of this Section and shall indemnify and hold the corporation harmless from and against any damage, loss or expense which the
corporation may suffer as a result of any non-compliance with the provisions of this Section.
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(a)
(b)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)