A. This article does not apply to a control share acquisition if any of the following applies:

Terms Used In Arizona Laws 10-2721

  • Acquiring person: means a person that makes or proposes to make a control share acquisition. See Arizona Laws 10-2701
  • Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
  • 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.
  • Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
  • beneficially owned: when used with respect to shares, refers to any of the following:

    (a) A person who, directly or indirectly through any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, has or shares the power to vote, or direct the voting of the shares, or has or shares the power to dispose of or direct the disposition of the shares, except that:

    (i) A person is not deemed the beneficial owner of shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange. See Arizona Laws 10-2701

  • 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
  • Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. 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.
  • 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

  • Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
  • Voting power: means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent on the happening of a condition or event that has not occurred at the time. See Arizona Laws 10-3140

1. The articles of incorporation or bylaws of the issuing public corporation contain a provision adopted before it became an issuing public corporation and not subsequently amended expressly electing not to be subject to this article.

2. An amendment to the articles of incorporation or bylaws of the issuing public corporation is approved by the shareholders which hold a majority of the outstanding voting power of all shares, excluding shares beneficially owned by interested shareholders and their affiliates and associates, expressly electing not to be subject to this article and the amendment provides that it does not apply to any control share acquisition made on or before the effective date of the amendment to the articles of incorporation or bylaws.

3. The control share acquisition was consummated before, or a binding agreement to make the control share acquisition was entered into before, July 23, 1987.

4. The control share acquisition was inadvertent and the acquiring person, as soon as practicable, divests itself of a sufficient amount of the shares so that it no longer is the beneficial owner, directly or indirectly, of shares within the range specified in section 10-2722, subsection A that resulted in the control share acquisition.

5. The corporation, by action of its board of directors, adopts an amendment to its bylaws within forty-five days of the effective date of this section expressly electing not to be governed by this article.

B. An amendment to the bylaws adopted pursuant to subsection A, paragraph 2 of this section shall not be further amended by the board of directors without the approval of the shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.

C. An amendment to the bylaws adopted pursuant to subsection A, paragraph 5 shall not be further amended by the board of directors without the approval of shareholders which hold a majority of the outstanding voting power of all shares excluding shares beneficially owned by interested shareholders and their affiliates and associates.

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