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Article 6
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When the special committee conducts a review, it shall engage an independent expert to provide an opinion on the reasonableness of the share exchange ratio or distribution of cash or other assets to shareholders.
"Independent expert" means a certified public accountant, lawyer, or securities underwriter, and the independent expert may not be a related party of any counterparty of a merger or acquisition transaction, nor have a relationship of interest that could affect the expert's independence.
The engagement of the independent expert shall require the assent of one-half or more of all the committee members.
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