Terms Used In Utah Code > Title 16 > Chapter 10a > Part 18 - Business Combinations

• Abuse: means the same as that term is defined in Section 80-1-102. See Utah Code 30-3-10.1
• Affiliate: means the same as that term is defined in Section 16-10a-102. See Utah Code 16-10a-1802
• Allegation: something that someone says happened.
• 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.
• Announcement date: when used in reference to a business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Utah Code 16-10a-1802
• Articles of incorporation: include :
       (4)(a) amended and restated articles of incorporation;
       (4)(b) articles of merger; and
       (4)(c) a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associate: when used to indicate a relationship with a person, means:
       (3)(a) a corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting stock;
       (3)(b) a trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and
       (3)(c) a relative or spouse of the person, or any relative of the spouse, who has the same home as the person. See Utah Code 16-10a-1802
• Beneficial owner: when used with respect to stock, means a person:
       (4)(a) that, individually or with or through any of its affiliates or associates, beneficially owns the stock, directly or indirectly;
       (4)(b) that, individually or with or through any of its affiliates or associates, has:

            (4)(b)(i) the right to acquire the stock:

                 (4)(b)(i)(A) whether the right is exercisable immediately or only after the passage of time, pursuant to an agreement, arrangement, or understanding, whether or not in writing; or

                 (4)(b)(i)(B) upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, except that a person may not be considered the beneficial owner of stock tendered pursuant to a tender or exchange offer made by the person or an affiliate or associate of the person until the tendered stock is accepted for purchase or exchange; or

            (4)(b)(ii) the right to vote the stock pursuant to an agreement, arrangement, or understanding, whether or not in writing, except that a person may not be considered the beneficial owner of any stock under this Subsection (4)(b)(ii) if the agreement, arrangement, or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or
       (4)(c) that has an agreement, arrangement, or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in Subsection (4)(b)(ii), or disposing of the stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the stock. See Utah Code 16-10a-1802
• Business combination: when used in reference to any domestic corporation and an interested shareholder of the corporation, means:
       (5)(a) a merger or consolidation of the corporation or any subsidiary of the corporation with:

            (5)(a)(i) the interested shareholder; or

            (5)(a)(ii) any other corporation, whether or not that corporation is an interested shareholder of the corporation, that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder;
       (5)(b) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder of assets of the corporation or any subsidiary of the corporation:

            (5)(b)(i) having an aggregate market value equal to 10% or more of the aggregate market value of all the assets, determined on a consolidated basis, of the corporation;

            (5)(b)(ii) having an aggregate market value equal to 10% or more of the aggregate market value of all the outstanding stock of the corporation; or

            (5)(b)(iii) representing 10% or more of the earning power or net income, determined on a consolidated basis, of the corporation;
       (5)(c) the issuance or transfer by the corporation or any subsidiary of the corporation, in one transaction or a series of transactions, of any stock of the corporation or any subsidiary of the corporation that has an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding stock of the corporation to the interested shareholder or any affiliate or associate of the interested shareholder except pursuant to the exercise of warrants or rights to purchase stock offered, or a dividend or distribution paid or made, pro rata to all shareholders of the corporation;
       (5)(d) the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with, the interested shareholder or any affiliate or associate of the interested shareholder;
       (5)(e) any reclassification of securities, including a stock split, stock dividend, or other distribution of stock in respect of stock, or any reverse stock split, or recapitalization of the corporation, or any merger or consolidation of the corporation with any subsidiary of the corporation, or any other transaction, whether or not with, into, or otherwise involving the interested shareholder:

            (5)(e)(i) proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with, the interested shareholder or any affiliate or associate of the interested shareholder; and

            (5)(e)(ii) that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of the corporation or any subsidiary of the corporation that is directly or indirectly owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or
       (5)(f) a receipt by the interested shareholder or an affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the corporation, of a loan, advance, guarantee, pledge, or other financial assistance or any tax credit or other tax advantage provided by or through the corporation. See Utah Code 16-10a-1802
• Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102
• Common stock: means stock other than preferred stock. See Utah Code 16-10a-1802
• 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.
• Distribution: means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares:
            (13)(a)(i) a direct or indirect transfer of money or other property, other than a corporation's own shares; or
            (13)(a)(ii) incurrence of indebtedness by the corporation. See Utah Code 16-10a-102
• domestic corporation: means a corporation for profit that:
       (11)(a) is not a foreign corporation; and
       (11)(b) is incorporated under or subject to this chapter. See Utah Code 16-10a-102
• Equal: means , with respect to biological sex, of the same value. See Utah Code 68-3-12.5
• Exchange Act: means the Securities Exchange Act of 1934, Utah Code 16-10a-1802
• 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.
• Fiduciary: A trustee, executor, or administrator.
• Interested shareholder: when used in reference to a domestic corporation, means a person, other than the corporation or a subsidiary of the corporation, that:
            (10)(a)(i) is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of the corporation; or
            (10)(a)(ii) is an affiliate or associate of the corporation and at any time within the five-year period immediately before the date in question was the beneficial owner, directly or indirectly, of 20% or more of the then outstanding voting stock of the corporation. See Utah Code 16-10a-1802
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Market value: when used in reference to stock or property of a domestic corporation, means:
       (11)(a) in the case of stock:

            (11)(a)(i) the highest closing sale price during the 30-day period immediately preceding the date in question of a share of the stock on the composite tape for New York stock exchange-listed stocks;

            (11)(a)(ii) if the stock is not quoted on the composite tape or listed on the exchange described in Subsection (11)(a)(i), the highest closing sale price during the 30-day period immediately preceding the date in question on the principal United States securities exchange registered under the Exchange Act on which the stock is listed; or

            (11)(a)(iii) if no quotation is available under Subsection (11)(a)(i) or (ii), the fair market value on the date in question of a share of the stock as determined by the board of directors of the corporation in good faith; and
       (11)(b) in the case of property other than cash or stock, the fair market value of the property on the date in question as determined by the board of directors of the corporation in good faith. See Utah Code 16-10a-1802
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• 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
• Preferred stock: means a class or series of stock of a domestic corporation that under the bylaws or articles of incorporation of the corporation:
       (12)(a) is entitled to receive payment of dividends before any payment of dividends on some other class or series of stock; or
       (12)(b) is entitled in the event of a voluntary liquidation, dissolution, or winding up of the corporation to receive payment or distribution of a preferential amount before a payment or distribution is received by some other class or series of stock. See Utah Code 16-10a-1802
• Property: includes both real and personal property. See Utah Code 68-3-12.5
• Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by:
       (28)(a) the corporation at its:

            (28)(a)(i) registered office in this state; or

            (28)(a)(ii) principal office;
       (28)(b) the secretary of the corporation, wherever the secretary is found; or
       (28)(c) another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102
• Sexual abuse: means the same as that term is defined in Section 80-1-102. See Utah Code 30-3-10.1
• Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102
• Shareholder: means :
            (34)(a)(i) the person in whose name a share is registered in the records of a corporation; or
            (34)(a)(ii) the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102
• Stock: means :
       (13)(a) a stock or similar security, a certificate of interest, any participation in a profit sharing agreement, a voting trust certificate, or a certificate of deposit for stock;
       (13)(b) a security convertible, with or without consideration, into stock;
       (13)(c) a warrant, call, or other option or privilege of buying stock without being bound to do so; or
       (13)(d) any other security carrying a right to acquire, subscribe to, or purchase stock. See Utah Code 16-10a-1802
• Trustee: A person or institution holding and administering property in trust.
• United States: includes each state, district, and territory of the United States of America. See Utah Code 68-3-12.5
• Voting stock: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Utah Code 16-10a-1802
• Writing: includes :
       (48)(a) printing;
       (48)(b) handwriting; and
       (48)(c) information stored in an electronic or other medium if the information is retrievable in a perceivable format. See Utah Code 68-3-12.5