Arizona Laws 10-2743. Business combinations; exemptions
A. This article does not apply to any business combination of an issuing public corporation if any of the following applies:
Terms Used In Arizona Laws 10-2743
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. 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
- beneficially owned: when used with respect to shares, refers to any of the following:
(a) A person who, directly or indirectly through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares, or has or shares the power to dispose of or direct the disposition of the shares, except that:
(i) A person is not deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange. See Arizona Laws 10-2701
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Business combination: when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:
(a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:
(i) The interested shareholder. See Arizona Laws 10-2701
- 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
- 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 issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:
(a) The beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of the issuing public corporation. See Arizona Laws 10-2701
- 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
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. See Arizona Laws 10-3140
1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.
2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders holding a majority of the outstanding voting power of all shares, excluding shares beneficially owned by interested shareholders and their affiliates and associates, expressly electing not to be subject to this article and such amendment provides that it does not apply to any business combination of the issuing public corporation with an interested shareholder whose share acquisition date is on or before the effective date of the amendment to the articles of incorporation or bylaws.
3. The business combination was consummated before, or a binding agreement for the business combination was entered into before, July 23, 1987.
4. The business combination of the issuing public corporation is with an interested shareholder whose share acquisition date is on or before July 22, 1987, if the business combination is approved by a simple majority vote of a committee of the board of directors of the issuing public corporation which is formed in accordance with section 10-2741, subsection D.
5. The business combination of the issuing public corporation is with an interested shareholder of the issuing public corporation who became an interested shareholder inadvertently, if the interested shareholder both:
(a) As soon as practicable, divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner, directly or indirectly, of ten per cent or more of the outstanding shares of the issuing public corporation.
(b) Would not at any time within the three year period preceding the announcement date with respect to the business combination have been an interested shareholder except for the inadvertent acquisition.
6. The issuing public corporation is an insurance company regulated under title 20, unless the company elects to be subject to this article in whole or in part pursuant to section 10-2706.
B. A bylaw adopted or amended pursuant to subsection A, paragraph 2 of this section shall not be amended or further amended without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by an interested shareholder or their affiliates or associates.