Terms Used In Indiana Code > Title 23 > Article 1 > Chapter 43 - Business Combinations

• affiliate: means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person. See Indiana Code 23-1-43-1
• 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 Indiana Code 23-1-43-2
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• associate: when used to indicate a relationship with any person, means:

  Indiana Code 23-1-43-3

• beneficial owner: when used with respect to any shares, has the meaning set forth in Indiana Code 23-1-43-4
• 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:

  Indiana Code 23-1-43-5

• common shares: means any shares other than preferred shares. See Indiana Code 23-1-43-6
• Contract: A legal written agreement that becomes binding when signed.
• 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.
• Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, as amended. See Indiana Code 23-1-43-9
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• in writing: include printing, lithographing, or other mode of representing words and letters. See Indiana Code 1-1-4-5
• 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:

  Indiana Code 23-1-43-10

• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• market value: when used in reference to shares or property of any resident domestic corporation, means the following:

  Indiana Code 23-1-43-11

• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• preferred shares: means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:

  Indiana Code 23-1-43-12

• Property: includes personal and real property. See Indiana Code 1-1-4-5
• resident domestic corporation: means a corporation that has one hundred (100) or more shareholders. See Indiana Code 23-1-43-13
• share: means :

  Indiana Code 23-1-43-14

• Trustee: A person or institution holding and administering property in trust.
• under common control with: means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Indiana Code 23-1-43-8
• United States: includes the District of Columbia and the commonwealths, possessions, states in free association with the United States, and the territories. See Indiana Code 1-1-4-5
• voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Indiana Code 23-1-43-17
• Year: means a calendar year, unless otherwise expressed. See Indiana Code 1-1-4-5