§ 2542 — Definitions

Pennsylvania § 2542

• Jurisdiction: Pennsylvania
• Title 15: CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
• Part: PART II
• Ch. 25: REGISTERED CORPORATIONS
• Subch.: CONTROL TRANSACTIONS

Text

The following words and phrases when used in this subchapter shall have the meanings given to them in this section unless the context clearly indicates otherwise:

"Control transaction."The acquisition by a person or group of the status of a controlling person or group.

"Controlling person or group."A controlling person or group as defined in section 2543 (relating to controlling person or group).

"Fair value."A value not less than the highest price paid per share by the controlling person or group at any time during the 90-day period ending on and including the date of the control transaction plus an increment representing any value, including, without limitation, any proportion of any value payable for acquisition of control of the corporation, that may not be reflected in such price.

"Partial payment amount."The amount per share specified in section 2545(c)(2) (relating to contents of notice).

"Subsidiary."Any corporation as to which any other corporation has or has the right to acquire, directly or indirectly, through the exercise of all warrants, options and rights and the conversion of all convertible securities, whether issued or granted by the subsidiary or otherwise, voting power over voting shares of the subsidiary that would entitle the holders thereof to cast in excess of 50% of the votes that all shareholders would be entitled to cast in the election of directors of such subsidiary, except that a subsidiary will not be deemed to cease being a subsidiary as long as such corporation remains a controlling person or group within the meaning of this subchapter.

"Voting shares."The term shall have the meaning specified in section 2552 (relating to definitions).

Legislative History

(Apr. 27, 1990, P.L.129, No.36, eff. imd.)