If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to section 10-2722 and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the issuing public corporation‘s expenses of a special meeting, except the expenses of the issuing public corporation in opposing approval of the control share acquisition, within thirty days after receipt by the issuing public corporation of the information statement, a special meeting of the shareholders of the issuing public corporation shall be called pursuant to section 10-2703, for the purpose of considering the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuant to the control share acquisition. The special meeting shall be held no later than ninety days after receipt of the information statement, unless the acquiring person agrees to a later date. If no request for a special meeting is made, consideration of the voting rights to be accorded to shares referred to in section 10-2725, subsection A acquired or to be acquired pursuant to the control share acquisition shall be presented at the next special or annual meeting of the shareholders, unless the matter of the voting rights becomes moot. The notice of the meeting shall be accompanied at a minimum by a copy of the information statement and a copy of any amendment to the information statement previously delivered to the issuing public corporation and a statement disclosing that the board of directors of the issuing public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of or is unable to take a position with respect to according voting rights to shares referred to in section 10-2725, subsection A acquired or to be acquired in the control share acquisition. The notice of any meeting required by this section shall be given at least thirty days before the meeting.

Terms Used In Arizona Laws 10-2723

  • Acquiring person: means a person that makes or proposes to make a control share acquisition. See Arizona Laws 10-2701
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
  • Control share acquisition: means an acquisition, directly or indirectly, by an acquiring person of beneficial ownership of shares of an issuing public corporation that, except for article 2 of this chapter, would, when added to all other shares of the issuing public corporation beneficially owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the ranges specified in section 10-2722, subsection A, paragraph 4, but does not include any of the following:

    (a) An acquisition by a donee pursuant to an inter vivos gift not made to avoid article 2 of this chapter or by a distributee as defined in section 14-1201. See Arizona Laws 10-2701

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Delivery: means actual receipt by the person or entity to which directed and for electronic transmissions means receipt as described in section 44-7015, subsection B. See Arizona Laws 10-140
  • Issuing public corporation: means a corporation that has a class of equity securities registered pursuant to section 12 or is subject to section 15(d) of the securities exchange act of 1934 or has elected to be subject to all or part of this chapter pursuant to section 10-2706 and which either:

    (a) Is incorporated under the laws of this state. See Arizona Laws 10-2701

  • Person: means an individual, a corporation, a partnership, a syndicate, an association, a joint stock company, a trust in which the interests of the beneficiaries are evidenced by securities, an unincorporated organization or entity or a government or political subdivision of a government. See Arizona Laws 10-2701
  • Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
  • Writing: includes printing. See Arizona Laws 1-215
  • written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
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