Arizona Laws 10-2727. Redemption
A. Unless otherwise expressly provided in the articles of incorporation or in bylaws approved by the shareholders of an issuing public corporation, the issuing public corporation may call for redemption of all but not less than all shares referred to in section 10-2725, subsection A acquired in a control share acquisition at a redemption price equal to the market value of the shares at the time the call for redemption is given if either:
Terms Used In Arizona Laws 10-2727
- Acquiring person: means a person that makes or proposes to make a control share acquisition. See Arizona Laws 10-2701
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- Control share acquisition: means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for article 2 of this chapter, would, when added to all other shares of the issuing public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 10-2722, subsection A, paragraph 4, but does not include any of the following:
(a) An acquisition by a donee pursuant to an inter vivos gift not made to avoid article 2 of this chapter or by a distributee as defined in section 14-1201. See Arizona Laws 10-2701
- 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.
- Issuing public corporation: means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:
(a) Is incorporated under the laws of this state. See Arizona Laws 10-2701
- Market value: when used in reference to stock or property of any issuing public corporation, means the following:
(a) In the case of stock, the highest closing sale price during the thirty day period immediately preceding the date in question of the stock on the composite tape for New York stock exchange listed stock or, if the stock is not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the stock is listed or, if the stock is not listed on any such exchange, on the national association of securities dealers, inc. See Arizona Laws 10-2701
- Person: means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government. See Arizona Laws 10-2701
- Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
1. An information statement has not been delivered to the issuing public corporation by the acquiring person by the tenth day after the control share acquisition.
2. An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to section 10-2725, subsection B.
B. If exercising its redemption right pursuant to this section, the issuing public corporation shall give the acquiring person written notice of the call for redemption within thirty days after the event giving the issuing public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given.