Terms Used In Rhode Island General Laws > Chapter 7-13.1 > Part 11 > Subpart 2 - Merger [Effective January 1, 2023.]

• Advertisement: means all representations, other than those on the label, disseminated in any manner or by any means, relating to seed within the scope of this chapter. See Rhode Island General Laws 2-6-2
• Agricultural seed: means the seeds of grass, forage, cereal, and fiber crops and other kinds of seeds commonly recognized within this state as agricultural seeds, lawn seeds and mixtures of those seeds, and may include noxious weed seeds when the director determines that the seed is being used as agricultural seed. See Rhode Island General Laws 2-6-2
• 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.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appraisal: A determination of property value.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Buyer: means a person who buys or contracts to buy goods. See Rhode Island General Laws 6A-2-103
• Certifying agency: means :

  (i)  an agency authorized under the laws of a state, territory or possession to officially certify seed; or

  (ii)  an agency of a foreign country determined by the U. See Rhode Island General Laws 2-6-2

• 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.
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Director: means the director of the department of environmental management of the state of Rhode Island and/or his or her authorized deputies or agents. See Rhode Island General Laws 2-6-2
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-13.1-1101
• Governor: means :

  (i)  A director of a business corporation or an officer of a business corporation that has no board of directors;

  (ii)  A director or trustee of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A manager of a manager-managed limited liability company;

  (vi)  A member of a member-managed limited liability company;

  (vii)  A director of a general cooperative association;

  (viii)  A director of a limited cooperative association;

  (ix)  A manager of an unincorporated nonprofit association;

  (x)  A trustee of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Rhode Island General Laws 7-13.1-1101

• in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Interest: means :

  (i)  A share in a business corporation;

  (ii)  A membership in a nonprofit corporation;

  (iii)  A partnership interest in a general partnership;

  (iv)  A partnership interest in a limited partnership;

  (v)  A membership interest in a limited liability company;

  (vi)  A share in a general cooperative association;

  (vii)  A member's interest in a limited cooperative association;

  (viii)  A membership in an unincorporated nonprofit association;

  (ix)  A beneficial interest in a statutory trust, business trust, or common-law business trust; or

  (x)  A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-13.1-1101

• Interest holder: means :

  (i)  A shareholder of a business corporation;

  (ii)  A member of a nonprofit corporation;

  (iii)  A general partner of a general partnership;

  (iv)  A general partner of a limited partnership;

  (v)  A limited partner of a limited partnership;

  (vi)  A member of a limited liability company;

  (vii)  A shareholder of a general cooperative association;

  (viii)  A member of a limited cooperative association;

  (ix)  A member of an unincorporated nonprofit association;

  (x)  A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

  (xi)  Any other direct holder of an interest. See Rhode Island General Laws 7-13.1-1101

• Interest holder liability: means :

  (i)  Personal liability for a liability of an entity which is imposed on a person:

  (A)  Solely by reason of the status of the person as an interest holder; or

  (B)  By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

  (ii)  An obligation of an interest holder under the organic rules of an entity to contribute to the entity. See Rhode Island General Laws 7-13.1-1101

• 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.
• Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-13.1-102
• Kind: means one or more related species or sub-species which, singly or collectively, is known by one common name, for example, corn, oats, alfalfa, and timothy. See Rhode Island General Laws 2-6-2
• Labeling: means all labels, and other written, printed, or graphic representations, in any form whatsoever, accompanying or pertaining to any seed whether in bulk or in containers, and includes representations on invoices. See Rhode Island General Laws 2-6-2
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Lot: means a definite quantity of seed identified by a lot number or other mark, every portion or bag of which is uniform within recognized tolerances for the factors which appear in the labeling. See Rhode Island General Laws 2-6-2
• Merger: means a transaction authorized by subpart 2. See Rhode Island General Laws 7-13.1-1101
• Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Rhode Island General Laws 7-13.1-1101
• 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.
• Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-13.1-1101
• Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-13.1-1101
• Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
• 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 agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in § 7-13. See Rhode Island General Laws 7-13.1-102
• person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
• Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-13.1-102
• Person: means any individual, partnership, corporation, company, society, or association. See Rhode Island General Laws 2-6-2
• Plaintiff: The person who files the complaint in a civil lawsuit.
• Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-13.1-1101
• Plan of merger: means a plan under § 7-13. See Rhode Island General Laws 7-13.1-1101
• Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Rhode Island General Laws 7-13.1-1101
• Prohibited noxious weed seeds: means the seeds of perennial weeds that not only reproduce by seed but also spread by underground roots, stems and other reproductive parts, and which, when well established, are highly destructive and difficult to control in this state by ordinary good cultural practice. See Rhode Island General Laws 2-6-2
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-13.1-102
• Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-13.1-1101
• Restricted noxious weed seeds: means the seeds of weeds that are objectionable in fields, lawns, and gardens of this state, but can be controlled by good cultural practices. See Rhode Island General Laws 2-6-2
• Seller: means a person who sells or contracts to sell goods. See Rhode Island General Laws 6A-2-103
• Service of process: The service of writs or summonses to the appropriate party.
• State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-13.1-102
• Statement of merger: means a statement under § 7-13. See Rhode Island General Laws 7-13.1-1101
• Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-13.1-1101
• Transfer: includes :

  (i)  An assignment;

  (ii)  A conveyance;

  (iii)  A sale;

  (iv)  A lease;

  (v)  An encumbrance, including a mortgage or security interest;

  (vi)  A gift; and

  (vii)  A transfer by operation of law. See Rhode Island General Laws 7-13.1-102

• Type: means a group of varieties so nearly similar that the individual varieties cannot be clearly differentiated except under special conditions. See Rhode Island General Laws 2-6-2
• Type of entity: means a generic form of entity:

  (i)  Recognized at common law; or

  (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-13.1-1101

• United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8
• Variety: means a subdivision of a kind characterized by growth, yield, plant, fruit, seed, or other characteristics, by which it can be differentiated from other plants of the same kind. See Rhode Island General Laws 2-6-2
• Vegetable seeds: means the seeds of those crops which are grown in gardens and on truck farms and are generally known and sold under the name of vegetable seeds in this state. See Rhode Island General Laws 2-6-2
• Weed seeds: means the seeds of all plants generally recognized as weeds within this state and includes noxious weed seeds. See Rhode Island General Laws 2-6-2