§ 17-16-1301 — Definitions

Wyoming § 17-16-1301

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 13: APPRAISAL RIGHTS

Text

(a) As used in this article:
(i) "Beneficial shareholder" means the person who is
the beneficial owner of shares held in a voting trust or by a
nominee on the beneficial owner's behalf;
(ii) "Corporation" means the issuer of the shares
held by a shareholder demanding appraisal and, for matters
covered in W.S. 17-16-1322 through 17-16-1331, includes the
surviving entity in a merger;
(iii) Repealed By Laws 2009, Ch. 115, § 3.
(iv) "Fair value" means the value of the
corporation's shares determined:
(A) Immediately before the effectuation of the
corporate action to which the shareholder objects;
(B) Using customary and current valuation
concepts and techniques generally employed for similar
businesses in the context of the transaction requiring
appraisal; and
(C) Without discounting for lack of
marketability or minority status except, if appropriate, for
amendments to the articles pursuant to W.S 17-16-1302(a)(v).
(v) "Interest" means interest from the effective date
of the corporate action until the date of payment, at the
average rate currently paid by the corporation on its principal
bank loans, or, if none, at a rate that is fair and equitable
under all the circumstances;
(vi) "Record shareholder" means the person in whose
names 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;
(vii) "Shareholder" means the record shareholder or
the beneficial shareholder.
(viii) "Affiliate" means a person that directly or
indirectly through one (1) or more intermediaries controls, is
controlled by, or is under common control with another person or
is a senior executive thereof;
(ix) "Beneficial owner" means any person who,
directly or indirectly, through any contract, arrangement, or
understanding, other than a revocable proxy, has or shares the
power to vote, or to direct the voting of, shares; except that a
member of a national securities exchange is not deemed to be a
beneficial owner of securities held directly or indirectly by it
on behalf of another person solely because the member is the
record holder of the securities if the member is precluded by
the rules of the exchange from voting without instruction on
contested matters or matters that may affect substantially the
rights or privileges of the holders of the securities to be
voted. When two (2) or more persons agree to act together for
the purpose of voting their shares of the corporation, each
member of the group formed thereby is deemed to have acquired
beneficial ownership, as of the date of the agreement, of all
voting shares of the corporation beneficially owned by any
member of the group;
(x) "Preferred shares" means a class or series of
shares whose holders have preference over any other class or
series with respect to distributions.