Kentucky Statutes 271B.13-010 – Definitions for subtitle
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As used in this subtitle:
(1) “Corporation” means the issuer of the shares held by a dissenter, except that in the case of a merger where the issuing corporation is not the surviving corporation, then, after consummation of the merger, “corporation” shall mean the surviving corporation.
(2) “Dissenter” means a shareholder who is entitled to dissent from corporate action under KRS § 271B.13-020 and who exercises that right when and in the manner required by KRS § 271B.13-200 to KRS § 271B.13-280.
(3) “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. In any transaction subject to the requirements of KRS § 271B.12-210 or exempted by KRS § 271B.12-220(2), “fair value” shall be at least an amount required to be paid under KRS § 271B.12-220(2) in order to be exempt from the requirements of KRS § 271B.12-210.
(4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(5) “Record 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.
(6) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(7) “Shareholder” means the record shareholder or the beneficial shareholder.
Effective: July 15, 1998
History: Amended 1998 Ky. Acts ch. 341, sec. 9, effective July 15, 1998. — Created
1988 Ky. Acts ch. 23, sec. 123, effective January 1, 1989.
(1) “Corporation” means the issuer of the shares held by a dissenter, except that in the case of a merger where the issuing corporation is not the surviving corporation, then, after consummation of the merger, “corporation” shall mean the surviving corporation.
Terms Used In Kentucky Statutes 271B.13-010
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Beneficial shareholder: means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. See Kentucky Statutes 271B.13-010
- 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.
- Corporation: means the issuer of the shares held by a dissenter, except that in the case of a merger where the issuing corporation is not the surviving corporation, then, after consummation of the merger, "corporation" shall mean the surviving corporation. See Kentucky Statutes 271B.13-010
- Dissenter: means a shareholder who is entitled to dissent from corporate action under KRS §. See Kentucky Statutes 271B.13-010
- Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
- Interest: means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. See Kentucky Statutes 271B.13-010
- Owner: when applied to any animal, means any person having a property interest in such animal. See Kentucky Statutes 446.010
- Person: includes individual and entity. See Kentucky Statutes 271B.1-400
- Record 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 Kentucky Statutes 271B.13-010
- Shareholder: means the record shareholder or the beneficial shareholder. See Kentucky Statutes 271B.13-010
(2) “Dissenter” means a shareholder who is entitled to dissent from corporate action under KRS § 271B.13-020 and who exercises that right when and in the manner required by KRS § 271B.13-200 to KRS § 271B.13-280.
(3) “Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. In any transaction subject to the requirements of KRS § 271B.12-210 or exempted by KRS § 271B.12-220(2), “fair value” shall be at least an amount required to be paid under KRS § 271B.12-220(2) in order to be exempt from the requirements of KRS § 271B.12-210.
(4) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(5) “Record 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.
(6) “Beneficial shareholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(7) “Shareholder” means the record shareholder or the beneficial shareholder.
Effective: July 15, 1998
History: Amended 1998 Ky. Acts ch. 341, sec. 9, effective July 15, 1998. — Created
1988 Ky. Acts ch. 23, sec. 123, effective January 1, 1989.