Maine Revised Statutes > Title 13-C > Chapter 13 > Subchapter 1 – Appraisal Rights and Payment for Shares
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Terms Used In Maine Revised Statutes > Title 13-C > Chapter 13 > Subchapter 1 - Appraisal Rights and Payment for Shares
- Adult: means a person who has attained the age of 18 years. See Maine Revised Statutes Title 1 Sec. 72
- Affiliate: means :
A. See Maine Revised Statutes Title 13-C Sec. 1301Amendment: 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. Appraisal: A determination of property value. Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account. Attorney: as used in this chapter , refers to the attorney-in-fact of a reciprocal insurer. See Maine Revised Statutes Title 24-A Sec. 3855 Beneficial owner: means any person who, directly or indirectly, through any contract, arrangement or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not considered to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. See Maine Revised Statutes Title 13-C Sec. 1301 Beneficial shareholder: means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf. See Maine Revised Statutes Title 13-C Sec. 1301 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 Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant. 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. Corporation: means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in sections 1323 to 1332, includes the surviving entity in a merger. See Maine Revised Statutes Title 13-C Sec. 1301 Department: means the Department of Health and Human Services. See Maine Revised Statutes Title 22 Sec. 1-A 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 Excluded shares: means shares acquired pursuant to an offer for all shares having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; and [PL 2011, c. See Maine Revised Statutes Title 13-C Sec. 1301 Fair value: means the value of a corporation's shares determined:
A. See Maine Revised Statutes Title 13-C Sec. 1301in writing: include printing and other modes of making legible words. See Maine Revised Statutes Title 1 Sec. 72 Interest: means interest from the effective date of a corporate action until the date of payment, at the rate of interest on judgments in this State on the effective date of the corporate action. See Maine Revised Statutes Title 13-C Sec. 1301 Interested person: means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action:
(1) Was the beneficial owner of 20% or more of the voting power of the corporation, other than as owner of excluded shares;
(2) Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of 25% or more of the directors to the board of directors of the corporation; or
(3) Was a senior executive or director of the corporation or a senior executive of any affiliate thereof and will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than:
(a) Employment, consulting, retirement or similar benefits established separately and not as part of or in contemplation of the corporate action;
(b) Employment, consulting, retirement or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in section 873; or
(c) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of the entity or the affiliate. See Maine Revised Statutes Title 13-C Sec. 1301Interested transaction: means a corporate action described in section 1302, subsection 1, other than a merger pursuant to section 1105, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. See Maine Revised Statutes Title 13-C Sec. 1301 Minority: when used in reference to age shall mean under the age of 18. See Maine Revised Statutes Title 1 Sec. 72 Month: means a calendar month. See Maine Revised Statutes Title 1 Sec. 72 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. Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC Preferred shares: means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions. See Maine Revised Statutes Title 13-C Sec. 1301 Record shareholder: means a 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 the corporation. See Maine Revised Statutes Title 13-C Sec. 1301 Senior executive: means a chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function. See Maine Revised Statutes Title 13-C Sec. 1301 Service of process: The service of writs or summonses to the appropriate party. Shareholder: means both a record shareholder and a beneficial shareholder. See Maine Revised Statutes Title 13-C Sec. 1301 United States: includes territories and the District of Columbia. See Maine Revised Statutes Title 1 Sec. 72 Year: means a calendar year, unless otherwise expressed. See Maine Revised Statutes Title 1 Sec. 72