(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ShareholderProtection Act.
(b) In this Article:
(1) "Businesscombination" includes any merger, consolidation, or conversion of acorporation with or into any other corporation or any unincorporated entity, orthe sale or lease of all or any substantial part of the corporation's assetsto, or any payment, sale or lease to the corporation or any subsidiary thereofin exchange for securities of the corporation of any assets (except assetshaving an aggregate fair market value of less than five million dollars($5,000,000)) of any other entity.
(2) "Commonstock" means the shares of capital stock of the corporation that were notentitled to preference over any other shares, either in payment of dividends orin dissolution, at the time that the other entity acquired in excess of tenpercent (10%) of the voting shares.
(3) "Continuingdirector" means a person who was a member of the board of directors of thecorporation elected by the public shareholders prior to the time that the otherentity acquired in excess of ten percent (10%) of the voting shares of thecorporation, or a person recommended to succeed a continuing director by amajority of the continuing directors.
(4) "ExchangeAct" means the act of Congress known as the Securities Exchange Act of1934, as the same has been or hereafter may be amended from time to time.
(5) "Otherconsideration to be received" means, for the purposes of G.S. 55‑9‑03(1)and G.S. 55‑9‑03(2), the corporation's common stock retained by itsexisting public shareholders in the event of a business combination with theother entity in which the corporation is the surviving corporation.
(6) "Otherentity" includes any domestic or foreign corporation, person or other formof entity and any such entity with which it or its "affiliate" or"associate" has an agreement, arrangement or understanding, directlyor indirectly, for the purpose of acquiring, holding, voting or disposing ofcapital stock of the corporation, or which is its "affiliate" or"associate", as those terms are defined in the General Rules andRegulations under the Exchange Act, together with the successors and assigns ofsuch persons in any transaction or series of transactions not involving apublic offering of the corporation's capital stock within the meaning of theSecurities Act of 1933, as amended.
(7) "Votingshares" means shares of the corporation's capital stock entitled to votein the election of directors. (1987, c. 88, s. 1; c. 124, s. 1; 1989, c. 265, s. 1;1999‑369, s. 1.5; 2001‑387, s. 16.)
(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ShareholderProtection Act.
(b) In this Article:
(1) "Businesscombination" includes any merger, consolidation, or conversion of acorporation with or into any other corporation or any unincorporated entity, orthe sale or lease of all or any substantial part of the corporation's assetsto, or any payment, sale or lease to the corporation or any subsidiary thereofin exchange for securities of the corporation of any assets (except assetshaving an aggregate fair market value of less than five million dollars($5,000,000)) of any other entity.
(2) "Commonstock" means the shares of capital stock of the corporation that were notentitled to preference over any other shares, either in payment of dividends orin dissolution, at the time that the other entity acquired in excess of tenpercent (10%) of the voting shares.
(3) "Continuingdirector" means a person who was a member of the board of directors of thecorporation elected by the public shareholders prior to the time that the otherentity acquired in excess of ten percent (10%) of the voting shares of thecorporation, or a person recommended to succeed a continuing director by amajority of the continuing directors.
(4) "ExchangeAct" means the act of Congress known as the Securities Exchange Act of1934, as the same has been or hereafter may be amended from time to time.
(5) "Otherconsideration to be received" means, for the purposes of G.S. 55‑9‑03(1)and G.S. 55‑9‑03(2), the corporation's common stock retained by itsexisting public shareholders in the event of a business combination with theother entity in which the corporation is the surviving corporation.
(6) "Otherentity" includes any domestic or foreign corporation, person or other formof entity and any such entity with which it or its "affiliate" or"associate" has an agreement, arrangement or understanding, directlyor indirectly, for the purpose of acquiring, holding, voting or disposing ofcapital stock of the corporation, or which is its "affiliate" or"associate", as those terms are defined in the General Rules andRegulations under the Exchange Act, together with the successors and assigns ofsuch persons in any transaction or series of transactions not involving apublic offering of the corporation's capital stock within the meaning of theSecurities Act of 1933, as amended.
(7) "Votingshares" means shares of the corporation's capital stock entitled to votein the election of directors. (1987, c. 88, s. 1; c. 124, s. 1; 1989, c. 265, s. 1;1999‑369, s. 1.5; 2001‑387, s. 16.)
(a) The provisions ofthis Article shall be known and may be cited as The North Carolina ShareholderProtection Act.
(b) In this Article:
(1) "Businesscombination" includes any merger, consolidation, or conversion of acorporation with or into any other corporation or any unincorporated entity, orthe sale or lease of all or any substantial part of the corporation's assetsto, or any payment, sale or lease to the corporation or any subsidiary thereofin exchange for securities of the corporation of any assets (except assetshaving an aggregate fair market value of less than five million dollars($5,000,000)) of any other entity.
(2) "Commonstock" means the shares of capital stock of the corporation that were notentitled to preference over any other shares, either in payment of dividends orin dissolution, at the time that the other entity acquired in excess of tenpercent (10%) of the voting shares.
(3) "Continuingdirector" means a person who was a member of the board of directors of thecorporation elected by the public shareholders prior to the time that the otherentity acquired in excess of ten percent (10%) of the voting shares of thecorporation, or a person recommended to succeed a continuing director by amajority of the continuing directors.
(4) "ExchangeAct" means the act of Congress known as the Securities Exchange Act of1934, as the same has been or hereafter may be amended from time to time.
(5) "Otherconsideration to be received" means, for the purposes of G.S. 55‑9‑03(1)and G.S. 55‑9‑03(2), the corporation's common stock retained by itsexisting public shareholders in the event of a business combination with theother entity in which the corporation is the surviving corporation.
(6) "Otherentity" includes any domestic or foreign corporation, person or other formof entity and any such entity with which it or its "affiliate" or"associate" has an agreement, arrangement or understanding, directlyor indirectly, for the purpose of acquiring, holding, voting or disposing ofcapital stock of the corporation, or which is its "affiliate" or"associate", as those terms are defined in the General Rules andRegulations under the Exchange Act, together with the successors and assigns ofsuch persons in any transaction or series of transactions not involving apublic offering of the corporation's capital stock within the meaning of theSecurities Act of 1933, as amended.
(7) "Votingshares" means shares of the corporation's capital stock entitled to votein the election of directors. (1987, c. 88, s. 1; c. 124, s. 1; 1989, c. 265, s. 1;1999‑369, s. 1.5; 2001‑387, s. 16.)
