Terms Used In Montana Code > Title 35 > Chapter 14 > Part 11 - Mergers and Share Exchanges

• Acquired entity: means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. See Montana Code 35-14-1101
• Acquiring entity: means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange. See Montana Code 35-14-1101
• 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.
• Appraisal: A determination of property value.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Bequest: Property gifted by will.
• 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.
• Dependent: A person dependent for support upon another.
• Devise: To gift property by will.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• 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.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• New interest holder liability: means interest holder liability of a person resulting from a merger or share exchange that is:

  (a)with respect to an entity that is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or

  (b)with respect to the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:

  (i)the person did not have interest holder liability immediately before the merger or share exchange became effective; or

  (ii)the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective. See Montana Code 35-14-1101

• 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.
• 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.
• Party to a merger: means any domestic or foreign corporation or eligible entity that will merge under a plan of merger but does not include a survivor created by the merger. See Montana Code 35-14-1101
• Person: includes a corporation or other entity as well as a natural person. See Montana Code 1-1-201
• Property: means real and personal property. See Montana Code 1-1-205
• Quorum: The number of legislators that must be present to do business.
• Service of process: The service of writs or summonses to the appropriate party.
• State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Montana Code 1-1-201
• subscription: includes the mark of a person who cannot write if the person's name is written near the mark by another person who also signs that person's own name as a witness. See Montana Code 1-1-203