The Illinois Proposal is a legal document presented by a company seeking to exchange its outstanding shares and amend its certificate of designations, preferences, and rights. This proposal enables the company to discuss the terms and conditions of the exchange offer with its shareholders and seek their approval. Simultaneously, a Fairness Opinion Report is prepared and attached to the proposal to provide an independent evaluation of the fairness of the proposed exchange offer. Keywords: Illinois Proposal, offer to exchange outstanding shares, amend certificate of designations, preferences and rights, Fairness Opinion Report. Different types of Illinois Proposals to consider and approve offer to exchange outstanding shares and amend certificate of designations, preferences, and rights could include: 1. Common Share Exchange Proposal: This type of proposal focuses on exchanging outstanding common shares of the company. It outlines the terms and conditions of the exchange, such as the ratio at which the shares will be exchanged and any additional rights or preferences attached to the new shares. 2. Preferred Share Exchange Proposal: This proposal specifically addresses the exchange of outstanding preferred shares of the company. It details the terms and conditions of the exchange, including any changes to the existing preferences, designations, or rights associated with the preferred shares. 3. Rights and Preferences Amendment Proposal: This type of proposal solely concentrates on amending the certificate of designations, preferences, and rights of the existing shares without any exchange of shares. It highlights the proposed changes to the shareholders' rights, such as dividend preferences, conversion rights, voting rights, or liquidation preferences. The Fairness Opinion Report is an integral part of each of these Illinois Proposals. It is prepared by a qualified third-party financial advisor or firm, aiming to provide an unbiased analysis of the fairness of the exchange offer and its impact on different shareholder groups. The report considers various financial aspects, market conditions, and potential conflicts of interest to assess whether the proposed exchange offer is fair from a financial standpoint.