Terms Used In Utah Code 61-6-11

• control share acquisition: means :
            (1)(a)(i) the acquisition, directly or indirectly, by any person of ownership of issued and outstanding control shares; or
            (1)(a)(ii) the acquisition of power to direct the exercise of voting power with respect to issued and outstanding control shares, including the acquisition of voting power pursuant to a revocable proxy except as provided in Subsection (1)(b). See Utah Code 61-6-3
• control shares: means shares that except for this chapter would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), to exercise or direct the exercise of the voting power, including voting power pursuant to a revocable proxy, of the issuing public corporation in the election of directors within any of the following ranges of voting power:
       (1)(a) 1/5 or more but less than 1/3 of all voting power;
       (1)(b) 1/3 or more but less than a majority of all voting power; or
       (1)(c) a majority or more of all voting power. See Utah Code 61-6-2
• 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.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• issuing public corporation: means a corporation, other than a depository institution, that is organized under the laws of this state and that has:
       (1)(a) 100 or more shareholders;
       (1)(b) its principal place of business, its principal office, or substantial assets within the state; and
       (1)(c)

            (1)(c)(i) more than 10% of its shareholders resident in the state;

            (1)(c)(ii) more than 10% of its shares owned by Utah residents; or

            (1)(c)(iii) 10,000 shareholders resident in the state. See Utah Code 61-6-5
• Person: means :
       (24)(a) an individual;
       (24)(b) an association;
       (24)(c) an institution;
       (24)(d) a corporation;
       (24)(e) a company;
       (24)(f) a trust;
       (24)(g) a limited liability company;
       (24)(h) a partnership;
       (24)(i) a political subdivision;
       (24)(j) a government office, department, division, bureau, or other body of government; and
       (24)(k) any other organization or entity. See Utah Code 68-3-12.5