§ 10.06.530 Merger
§ 10.06.532 Procedure for merger
§ 10.06.534 Consolidation
§ 10.06.536 Procedure for consolidation
§ 10.06.538 Share exchange
§ 10.06.540 Procedure for share exchange
§ 10.06.542 Disparate treatment of shares of the same class or series prohibited; exceptions
§ 10.06.544 Notice to and approval by shareholders
§ 10.06.546 Manner of approval by shareholders
§ 10.06.548 Abandonment of plan of merger, consolidation, or exchange
§ 10.06.550 Execution and contents of articles of merger, consolidation, or exchange
§ 10.06.552 Filing of articles of merger, consolidation, or exchange
§ 10.06.554 Merger of subsidiary corporation
§ 10.06.556 Procedure for merger of subsidiary corporation
§ 10.06.558 Filing of articles of merger of subsidiary corporation
§ 10.06.560 Effective date and effect of merger, consolidation, or exchange
§ 10.06.562 Merger, consolidation, or exchange of shares between domestic and foreign corporation
§ 10.06.564 Disclosure of alien affiliates
§ 10.06.566 Disposition of assets in regular course of business; mortgage or pledge of assets
§ 10.06.568 Sale of assets not in regular course of business
§ 10.06.570 Approval of transaction by shareholders
§ 10.06.572 Abandonment of transaction by board
§ 10.06.574 Right of shareholders to dissent
§ 10.06.576 Procedures relating to the exercise of a shareholder’s right to dissent; completion of corporate action; notice of election; treatment of shares
§ 10.06.578 Offer and payment to dissenting shareholders; circumstances where prohibited
§ 10.06.580 Action to determine value of shares
§ 10.06.582 Status of shares acquired from dissenting shareholders
§ 10.06.595 Application of provisions
§ 10.06.600 Definitions

Terms Used In Alaska Statutes > Title 10 > Chapter 6 > Article 8 - Organic Change

  • action: includes any matter or proceeding in a court, civil or criminal. See Alaska Statutes 01.10.060
  • affiliate: means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, a corporation subject to this chapter. See Alaska Statutes 10.06.990
  • alien: means
    (A) an individual who is not a citizen or national of the United States, or who is not lawfully admitted to the United States for permanent residence, or paroled into the United States under 8 U. See Alaska Statutes 10.06.990
  • 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.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • approval of the outstanding shares: means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. See Alaska Statutes 10.06.990
  • approval of the shareholders: means approved or ratified by the affirmative vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present or by the written consent of shareholders (Alaska Stat. See Alaska Statutes 10.06.990
  • articles of incorporation: means the original or restated articles of incorporation and all amendments and includes articles of merger. See Alaska Statutes 10.06.990
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Baseline: Projection of the receipts, outlays, and other budget amounts that would ensue in the future without any change in existing policy. Baseline projections are used to gauge the extent to which proposed legislation, if enacted into law, would alter current spending and revenue levels.
  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • commissioner: means the commissioner of commerce, community, and economic development or a designee of the commissioner. See Alaska Statutes 10.06.990
  • common shares: means shares that have no preference over other shares with respect to distribution of assets on liquidation or with respect to payment of dividends. See Alaska Statutes 10.06.990
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • control: means
    (A) owning directly or indirectly, or having the power to vote, 25 percent or more of a class of voting securities of a corporation subject to this chapter. See Alaska Statutes 10.06.990
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank. See Alaska Statutes 10.06.990
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • foreign corporation: means a corporation for profit organized under laws other than the laws of Alaska for a purpose for which a corporation may be organized under this chapter. See Alaska Statutes 10.06.990
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Grace period: The number of days you'll have to pay your bill for purchases in full without triggering a finance charge. Source: Federal Reserve
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • municipality: means a political subdivision incorporated under the laws of the state that is a home rule or general law city, a home rule or general law borough, or a unified municipality. See Alaska Statutes 01.10.060
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • organic change: means a merger, consolidation, share exchange, or sale of assets other than in the regular course of business. See Alaska Statutes 10.06.990
  • Oversight: Committee review of the activities of a Federal agency or program.
  • parent: means an affiliate controlling a specified corporation directly or indirectly through one or more intermediaries. See Alaska Statutes 10.06.990
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, an estate, a trust if the interests of the beneficiaries are evidenced by a security, an unincorporated association, a government, a political subdivision of a government, or a combination of these entities. See Alaska Statutes 10.06.990
  • person: includes a corporation, company, partnership, firm, association, organization, business trust, or society, as well as a natural person. See Alaska Statutes 01.10.060
  • Personal property: All property that is not real property.
  • personal property: includes money, goods, chattels, things in action, and evidences of debt. See Alaska Statutes 01.10.060
  • property: includes real and personal property. See Alaska Statutes 01.10.060
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
  • state: means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States. See Alaska Statutes 10.06.990
  • state: means the State of Alaska unless applied to the different parts of the United States and in the latter case it includes the District of Columbia and the territories. See Alaska Statutes 01.10.060
  • surviving corporation: means a corporation into which one or more other corporations are merged. See Alaska Statutes 10.06.990
  • Trustee: A person or institution holding and administering property in trust.
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990