Terms Used In West Virginia Code > Chapter 31D > Article 11 - Mergers and Share Exchanges

• 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.
• Articles of incorporation: includes , but is not limited to, amended and restated articles of incorporation and articles of merger. See West Virginia Code 31D-1-150
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• 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.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Dependent: A person dependent for support upon another.
• domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this chapter. See West Virginia Code 31D-1-150
• Entity: includes corporations and foreign corporations. See West Virginia Code 31D-1-150
• 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.
• Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See West Virginia Code 31D-1-150
• Interests: means the proprietary interests in an other entity. See West Virginia Code 31D-11-1101
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Merger: means a business combination pursuant to section one thousand one hundred two of this article. See West Virginia Code 31D-11-1101
• Organizational documents: means the basic document or documents that create, or determine the internal governance of, an other entity. See West Virginia Code 31D-11-1101
• Other entity: means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies and business trusts. See West Virginia Code 31D-11-1101
• Person: includes , but is not limited to, an individual and an entity. See West Virginia Code 31D-1-150
• Quorum: The number of legislators that must be present to do business.
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• real property: include lands, tenements and hereditaments, all rights thereto and interests therein, except chattel interests. See West Virginia Code 2-2-10
• Secretary: means the corporate officer to whom the board of directors has delegated responsibility under subsection (c), section eight hundred forty, article eight of this chapter for custody of the minutes of the meetings of the board of directors and the meetings of the shareholders and for authenticating records of the corporation. See West Virginia Code 31D-1-150
• Service of process: The service of writs or summonses to the appropriate party.
• Share exchange: means a business combination pursuant to section one thousand one hundred three of this article. See West Virginia Code 31D-11-1101
• Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See West Virginia Code 31D-1-150
• Shares: means the units into which the proprietary interests in a corporation are divided. See West Virginia Code 31D-1-150
• State: when applied to a part of the United States and not restricted by the context, includes the District of Columbia and the several territories, and the words "United States" also include the said district and territories. See West Virginia Code 2-2-10
• Voting group: means all shares of one or more classes or series that, pursuant to the articles of incorporation or this chapter, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See West Virginia Code 31D-1-150
• Voting power: means the current power to vote in the election of directors. See West Virginia Code 31D-1-150