Tennessee Code 48-103-302 – Part definitions
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As used in this part, unless the context otherwise requires:
Terms Used In Tennessee Code 48-103-302
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
- Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
- Contract: A legal written agreement that becomes binding when signed.
- Control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise. See Tennessee Code 48-103-302
- Control share acquisition: means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See Tennessee Code 48-103-302
- control shares: includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to §. See Tennessee Code 48-103-302
- 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 a corporation organized under the laws of Tennessee which has become subject to this part pursuant to §. See Tennessee Code 48-103-302
- Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
- Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
- Employee: includes an officer but not a director. See Tennessee Code 48-11-201
- Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
- Fiduciary: A trustee, executor, or administrator.
- Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
- Interest: means either or both of the following rights under the organic law of an unincorporated entity:
(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201 - 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.
- Person: means any individual, corporation, partnership, unincorporated association or other entity and any "associate" (as defined in subdivision (1)) of such individual or entity. See Tennessee Code 48-103-302
- Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
- Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
- Trustee: A person or institution holding and administering property in trust.
- Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
- written: means any information in the form of a document. See Tennessee Code 48-11-201
provided, that “control shares” includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307;