Terms Used In Kentucky Statutes > Chapter 271B > Subtitle 11 - Merger and Share Exchange

• Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
• Agency: means every state office, cabinet, department, board, commission, public corporation, or authority in the executive branch of state government. See Kentucky Statutes 11A.010
• 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.
• Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Attorney: means attorney-at-law. See Kentucky Statutes 446.010
• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• branch budget: means an enactment by the General Assembly which provides appropriations and establishes fiscal policies and conditions for the biennial financial plan for the judicial branch, the legislative branch, and the executive branch, which shall include a separate budget bill for the Transportation Cabinet. See Kentucky Statutes 446.010
• Business: means any corporation, limited liability company, partnership, limited partnership, sole proprietorship, firm, enterprise, franchise, association, organization, self-employed individual, holding company, joint stock company, receivership, trust, or any legal entity through which business is conducted, whether or not for profit. See Kentucky Statutes 11A.010
• Candidate: means those persons who have officially filed candidacy papers or who have been nominated by their political party pursuant to KRS §. See Kentucky Statutes 11A.010
• Commission: means the Executive Branch Ethics Commission. See Kentucky Statutes 11A.010
• Company: may extend and be applied to any corporation, company, person, partnership, joint stock company, or association. See Kentucky Statutes 446.010
• Compensation: means any money, thing of value, or economic benefit conferred on, or received by, any person in return for services rendered, or to be rendered, by himself or herself or another. See Kentucky Statutes 11A.010
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
• Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
• Domestic: when applied to a corporation, partnership, business trust, or limited liability company, means all those incorporated or formed by authority of this state. See Kentucky Statutes 446.010
• domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter, and includes a professional service corporation and a public benefit corporation. See Kentucky Statutes 271B.1-400
• Entity: includes a domestic or foreign corporation. See Kentucky Statutes 271B.1-400
• Foreign: when applied to a corporation, partnership, limited partnership, business trust, statutory trust, or limited liability company, includes all those incorporated or formed by authority of any other state. See Kentucky Statutes 446.010
• Foreign corporation: means a corporation for profit incorporated under a law other than the law of this state. See Kentucky Statutes 271B.1-400
• Fraud: Intentional deception resulting in injury to another.
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• 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}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lobbyist: means any person employed as a legislative agent as defined in KRS
  6. See Kentucky Statutes 11A.010
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Officer: means :
  (a) All major management personnel in the executive branch of state government, including the secretary of the cabinet, the Governor's chief executive officers, cabinet secretaries, deputy cabinet secretaries, general counsels, commissioners, deputy commissioners, executive directors, executive assistants, policy advisors, special assistants, administrative coordinators, executive advisors, staff assistants, and division directors. See Kentucky Statutes 11A.010
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Partnership: includes both general and limited partnerships. See Kentucky Statutes 446.010
• Person: means an individual, proprietorship, firm, partnership, limited partnership, joint venture, joint stock company, syndicate, business or statutory trust, donative trust, estate, company, corporation, limited liability company, association, club, committee, organization, or group of persons acting in concert. See Kentucky Statutes 11A.010
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Kentucky Statutes 271B.1-400
• Public benefit: means a positive effect or reduction of negative effects on one (1) or more categories of persons, entities, communities, or interests other than stockholders in their capacities as stockholders. See Kentucky Statutes 271B.1-400
• Public benefit corporation: means a for-profit corporation that is intended to produce a public benefit and to operate in a responsible manner, balancing the stockholders' pecuniary interests, the best interests of those materially affected by the corporation's conduct, and the public benefit identified in its articles of incorporation. See Kentucky Statutes 271B.1-400
• Public servant: means : (a) The Governor. See Kentucky Statutes 11A.010
• real estate: includes lands, tenements, and hereditaments and all rights thereto and interest therein, other than a chattel interest. See Kentucky Statutes 446.010
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under KRS §. See Kentucky Statutes 271B.1-400
• Service of process: The service of writs or summonses to the appropriate party.
• Share: means the unit into which the proprietary interests in a corporation are divided. See Kentucky Statutes 271B.1-400
• 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.1-400
• State: when applied to a part of the United States, includes territories, outlying possessions, and the District of Columbia. See Kentucky Statutes 446.010
• Statute: A law passed by a legislature.
• Venue: The geographical location in which a case is tried.
• Voting group: means all shares of one (1) or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Kentucky Statutes 271B.1-400
• Year: means calendar year. See Kentucky Statutes 446.010