Terms Used In South Carolina Code 35-2-222

• announcement date: when used in reference to any business combination, means the date of the first public announcement of the definitive proposal for the business combination, without regard to subsequent amendments. See South Carolina Code 35-2-202
• beneficial owner: when used with respect to any shares, means a person that:
  
  (1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly);
  
  (2) individually or with or through any of its affiliates or associates has:
  
  (A) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) under any agreement, arrangement, or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. See South Carolina Code 35-2-204
• business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:
  
  (1) Any merger of the resident domestic corporation or any subsidiary of the resident domestic corporation with:
  
  (A) the interested shareholder; or
  
  (B) any other corporation (whether or not itself an interested shareholder of the resident domestic corporation) that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder. See South Carolina Code 35-2-205
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:
  
  (1) the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or
  
  (2) an affiliate or associate of the resident domestic corporation and at any time within the two-year period immediately before the date in question was the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the then outstanding shares of the resident domestic corporation. See South Carolina Code 35-2-210
• resident domestic corporation: means a domestic corporation that has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act. See South Carolina Code 35-2-213
• voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See South Carolina Code 35-2-217