MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement,3 Edition 2003 by the American Bar Foundation These files are provided for educational and informational use only,and are not to be promulgated for any other purpose.Nothing contained herein is to be considered as the rendering of legal advice for specific cases,and readers are responsible for obtaining such advice from their own legal counsel.Any persons wishing to reprint these files in part or whole must obtain permission from the Manager,Copyrights and Licensing,American Bar Association,at 312-988-6102. (h)If the secretary of state has prescribed a mandatory form for the document under section 1.21,the document must be in or on the prescribed form. (i)The document must be delivered to the office of the secretary of state for filing.Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state.If it is filed in typewritten or printed form and not transmitted electronically,the secretary of state may require one exact or conformed copy to be delivered with the document(except as provided in sections 5.03 and 15.09) (j)When the document is delivered to the office of the secretary of state for filing,the correct filing fee,and any franchise tax,license fee,or penalty required to be paid therewith by this Act or other law must be paid or provision for payment made in a manner permitted by the secretary of state. (k)Whenever a provision of this Act permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document,the following provisions apply: (1)The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. (2)The facts may include,but are not limited to: (i)any of the following that is available in a nationally recognized news or information medium either in print or electronically:statistical or market indices,market prices of any security or group of securities,interest rates,currency exchange rates,or similar economic or financial data; (ii)a determination or action by any person or body,including the corporation or any other party to a plan or filed document;or (iii)the terms of,or actions taken under,an agreement to which the corporation is a party,or any other agreement or document. (3)As used in this subsection: (i)"filed document'means a document filed with the secretary of state under any provision of this Act except chapter 15 or section 16.21;and (ii)"plan''means a plan of domestication,nonprofit conversion,entity conversion, merger or share exchange. (4)The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (i)The name and address of any person required in a filed document. (ii)The registered office of any entity required in a filed document. (iii)The registered agent of any entity required in a filed document. (iv)The number of authorized shares and designation of each class or series of shares (v)The effective date of a filed document. (vi)Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.MODEL BUSINESS CORPORATION ACT 2000/01/02 Supplement, 3rd Edition © 2003 by the American Bar Foundation These files are provided for educational and informational use only, and are not to be promulgated for any other purpose. Nothing contained herein is to be considered as the rendering of legal advice for specific cases, and readers are responsible for obtaining such advice from their own legal counsel. Any persons wishing to reprint these files in part or whole must obtain permission from the Manager, Copyrights and Licensing, American Bar Association, at 312-988-6102. 4 (h) If the secretary of state has prescribed a mandatory form for the document under section 1.21, the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one exact or conformed copy to be delivered with the document (except as provided in sections 5.03 and 15.09). (j) When the document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, or penalty required to be paid therewith by this Act or other law must be paid or provision for payment made in a manner permitted by the secretary of state. (k) Whenever a provision of this Act permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document shall be set forth in the plan or filed document. (2) The facts may include, but are not limited to: (i) any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (ii) a determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (iii) the terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. (3) As used in this subsection: (i) “filed document’’ means a document filed with the secretary of state under any provision of this Act except chapter 15 or section 16.21; and (ii) “plan’’ means a plan of domestication, nonprofit conversion, entity conversion, merger or share exchange. (4) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (i) The name and address of any person required in a filed document. (ii) The registered office of any entity required in a filed document. (iii) The registered agent of any entity required in a filed document. (iv) The number of authorized shares and designation of each class or series of shares. (v) The effective date of a filed document. (vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given