(a)In this subarticle:
(i)"Control", including the term "controlled by",
means:
(A)Having the power, directly or indirectly, to
elect or remove a majority of the members of the board of
directors or other governing body of an entity, whether through
the ownership of voting shares or interests, by contract or
otherwise; or
(B)Being subject to a majority of the risk of
loss from the entity's activities or entitled to receive a
majority of the entity's residual returns.
(ii)"Director's conflicting interest transaction"
means a transaction effected or proposed to be effected by the
corporation, or by an entity controlled by the corporation:
(A)To which, at the relevant time, the director
is a party; or
(B)Respecting which, at the relevant time, the
director had knowledge and a material
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(a) In this subarticle:
(i) "Control", including the term "controlled by",
means:
(A) Having the power, directly or indirectly, to
elect or remove a majority of the members of the board of
directors or other governing body of an entity, whether through
the ownership of voting shares or interests, by contract or
otherwise; or
(B) Being subject to a majority of the risk of
loss from the entity's activities or entitled to receive a
majority of the entity's residual returns.
(ii) "Director's conflicting interest transaction"
means a transaction effected or proposed to be effected by the
corporation, or by an entity controlled by the corporation:
(A) To which, at the relevant time, the director
is a party; or
(B) Respecting which, at the relevant time, the
director had knowledge and a material financial interest known
to the director; or
(C) Respecting which, at the relevant time, the
director knew that a related person was a party or had a
material financial interest.
(iii) "Fair to the corporation" means, for purposes
of W.S. 17-16-861(b)(iii), that the transaction as a whole was
beneficial to or at least not harmful to the corporation, taking
into appropriate account whether it was:
(A) Fair in terms of the director's dealings
with the corporation; and
(B) Comparable to what might have been
obtainable in an arm's length transaction, given the
consideration paid or received by the corporation.
(iv) "Material financial interest" means a financial
interest in a transaction that would reasonably be expected to
impair the objectivity of the director's judgment when
participating in action on the authorization of the transaction;
(v) "Related person" means:
(A) The director's spouse;
(B) A child, stepchild, grandchild, parent,
stepparent, grandparent, sibling, stepsibling, half sibling,
aunt, uncle, niece or nephew, or spouse of any thereof, of the
director or of the director's spouse;
(C) An individual living in the same home as the
director;
(D) An entity, other than the corporation or an
entity controlled by the corporation, controlled by the director
or any person specified above in this paragraph;
(E) A domestic or foreign:
(I) Business or nonprofit corporation,
other than the corporation or an entity controlled by the
corporation, of which the director is a director;
(II) Unincorporated entity of which the
director is a general partner or a member of the governing body;
or
(III) Individual, trust or estate for whom
or of which the director is a trustee, guardian, personal
representative or like fiduciary; or
(F) A person that is, or an entity that is
controlled by, an employer of the director.
(vi) "Relevant time" means:
(A) The time at which directors' action
respecting the transaction is taken in compliance with W.S.
17-16-862; or
(B) If the transaction is not brought before the
board of directors of the corporation or its committee for
action under W.S. 17-16-862, at the time the corporation or an
entity controlled by the corporation becomes legally obligated
to consummate the transaction.
(vii) "Required disclosure" means disclosure of:
(A) The existence and nature of the director's
conflicting interest; and
(B) All facts known to the director respecting
the subject matter of the transaction that a director free of
such conflicting interest would reasonably believe to be
material in deciding whether to proceed with the transaction.