§ 17-18-301 — Definitions

Wyoming § 17-18-301

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 18: WYOMING MANAGEMENT STABILITY ACT
• Art. 3: CONTROL SHARE ACQUISITIONS

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(a) As used in this article:
(i) "Acquiring person" means a person who makes or
proposes to make a control share acquisition. If two (2) or
more persons act as a partnership, limited partnership,
syndicate or other group pursuant to any agreement, arrangement,
relationship, understanding or otherwise, whether or not in
writing, for the purposes of acquiring, owning or voting shares
of an issuing public corporation, all members of the
partnership, syndicate or other group constitute a person;
(ii) "Control shares" means shares that, except for
this article, would have voting power with respect to shares of
an issuing public corporation that, when added to all other
shares of the issuing public corporation owned by a person or
with respect to which that person may exercise or direct the
exercise of voting power, would entitle that person, immediately
after acquisition of the shares directly or indirectly, alone or
as a part of a group, to exercise or direct the exercise of the
voting power of the issuing public corporation in the election
of directors within any of the following ranges of voting power:
(A) One-fifth (1/5) or more but less than
one-third (1/3) of all voting power;
(B) One-third (1/3) or more but less than a
majority of all voting power; or
(C) A majority or more of all voting power.
(iii) "Control share acquisition" means the
acquisition directly or indirectly by any person of ownership
of, or the power to direct the exercise of voting power with
respect to, issued and outstanding control shares. Shares
acquired within ninety (90) days or shares acquired pursuant to
a plan to make a control share acquisition are considered to
have been acquired in the same acquisition. Control share
acquisition does not include the acquisition of shares:
(A) In the ordinary course of business for the
benefit of others if:
(I) They are acquired in good faith and not
for the purpose of circumventing this article; and
(II) The person who acquires the shares is
not able to exercise or direct the exercise of votes without
further instruction from others.
(B) Of an issuing public corporation
consummated:
(I) Before July 1, 1990;
(II) Pursuant to a contract existing before
July 1, 1990;
(III) Pursuant to a transfer by gift, will
or the laws of descent and distribution;
(IV) Pursuant to the satisfaction of a
pledge or other security interest created in good faith and not
for the purpose of circumventing this article;
(V) Pursuant to a merger, share exchange or
consolidation effected in compliance with W.S. 17-16-1101
through 17-16-1114 or an agreement or plan for a merger, share
exchange or consolidation, if the issuing public corporation is
a party to the agreement or plan of merger, share exchange or
consolidation;
(VI) Pursuant to a transfer of shares by
the issuing public corporation to its shareholders in the form
of a dividend on a class or series of the issuing public
corporation's outstanding shares;
(VII) Pursuant to an order or decree of a
court of competent jurisdiction;
(VIII) Pursuant to a transfer to a plan or
trust for the benefit of employees of the issuing public
corporation;
(IX) Pursuant to a direct issue by or
transfer from the issuing public corporation of its own shares,
other than shares issued or transferred upon the conversion of a
convertible security or on the exercise of an option, warrant or
other right to purchase shares unless the convertible security,
option, warrant or other right was acquired directly from the
corporation by the acquiring person; or
(X) In good faith and not for the purpose
of circumventing this article, by a person whose voting rights
over control shares have been authorized under W.S. 17-18-306,
if the person's voting power after the acquisition would be
within the same range of voting power previously authorized
under W.S. 17-18-306 for the person.
(iv) "Interested shares" means the shares of an
issuing public corporation of which any of the following persons
may exercise or direct the exercise of the voting power of the
corporation in the election of directors:
(A) An acquiring person;
(B) Any officer of the issuing public
corporation or of the acquiring person; or
(C) Any employee of the issuing public
corporation or of the acquiring person who is also a director of
the corporation or of the acquiring person, except shares over
which a plan or trust for the benefit of employees of the
corporation or of the acquiring person has voting power are not
interested shares except to the extent the voting of the shares
is directed by the employee.
(v) "Issuing public corporation" means a qualified
corporation as defined by W.S. 17-18-102(b)(xii);
(vi) "Range of voting power" means a range of voting
power provided by paragraph (ii) of this subsection;
(vii) "Voting power" means the sole or shared power
to vote or direct the voting of shares, directly or indirectly,
other than under an immediately revocable proxy that authorizes
the person named proxy to vote at a meeting of shareholders that
was called before the proxy is delivered or at an adjournment of
the meeting.