Terms Used In Arizona Laws > Title 10 > Chapter 23 - Corporate Takeovers

• Abuse: means the infliction or allowing of physical injury, impairment of bodily function or disfigurement or the infliction of or allowing another person to cause serious emotional damage as evidenced by severe anxiety, depression, withdrawal or untoward aggressive behavior and which emotional damage is diagnosed by a medical doctor or psychologist and is caused by the acts or omissions of an individual who has the care, custody and control of a child. See Arizona Laws 8-201
• Accommodation: means any apartment, condominium or cooperative unit, cabin, lodge, hotel or motel room or other private or commercial structure containing toilet facilities that is designed and available for use and occupancy as a residence by one or more individuals and that is included in the offering of a timeshare plan. See Arizona Laws 42-13451
• Acquiring person: means a person that makes or proposes to make a control share acquisition. See Arizona Laws 10-2701
• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affiliate: means a person that directly or indirectly controls, is controlled by or is under common control with a specified person. 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.
• Announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Arizona Laws 10-2701
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Appraisal: A determination of property value.
• 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
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Associate: when used to indicate a relationship with any person, means any of the following:

  (a) Any corporation or entity of which the person is an officer, director or partner or is, directly or indirectly, the beneficial owner of ten per cent or more of any class or series of shares or other equity interest. See Arizona Laws 10-2701

• Association: means any organized body consisting of the purchasers of interests in a timeshare plan. See Arizona Laws 42-13451
• 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

• Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
• 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
• Business combination: when used in reference to any issuing public corporation and any interested shareholder of the issuing public corporation, means any of the following:

  (a) Any merger or consolidation of the issuing public corporation or any subsidiary of the issuing public corporation with either:

  (i) The interested shareholder. See Arizona Laws 10-2701

• Business day: means a day that is not a Saturday, a Sunday or any other legal holiday in this state. 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
• Class: refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. See Arizona Laws 10-3140
• Contract: A legal written agreement that becomes binding when signed.
• 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

• Conventional multifamily property: means a residential rental property that does not meet the requirements prescribed in paragraph 3 of this section. See Arizona Laws 42-13601
• 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.
• Council: means the Arizona grain research and promotion council. See Arizona Laws 3-581
• Custodian: means a person, other than a parent or legal guardian, who stands in loco parentis to the child or a person to whom legal custody of the child has been given by order of the juvenile court. See Arizona Laws 8-201
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Deliver: includes sending by mail, private courier, fax or electronic transmission. See Arizona Laws 10-140
• 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
• Department: means the Arizona department of agriculture. See Arizona Laws 3-101
• Department: means the department of revenue. See Arizona Laws 42-1001
• Department: means the department of child safety. See Arizona Laws 8-201
• Dependent: A person dependent for support upon another.
• Detention: means the temporary confinement of a juvenile who requires secure care in a physically restricting facility that is completely surrounded by a locked and physically secure barrier with restricted ingress and egress for the protection of the juvenile or the community pending court disposition or as a condition of probation. See Arizona Laws 8-201
• Developer: means either of the following:

  (a) Any person, corporation, partnership, limited liability company, trust or other entity, other than a sales agent, that creates a timeshare plan or is in the business of selling timeshare interests or employs sales agents to sell timeshare interests. See Arizona Laws 42-13451

• Director: means the director of the department. See Arizona Laws 42-1001
• Distribution: means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Arizona Laws 10-140
• Donee: The recipient of a gift.
• Due date: means the next business day if a due date of any report, claim, return, statement, payment, deposit, petition, notice or other document or filing falls on Saturday, Sunday or a legal holiday. See Arizona Laws 42-11001
• Entity: includes a corporation, foreign corporation, not for profit corporation, profit and not for profit unincorporated association, nonprofit corporation, close corporation, corporation sole or limited liability company, a professional corporation, association or limited liability company, a business trust, estate, partnership, registered limited liability partnership, trust or joint venture, two or more persons having a joint or common economic interest, any person other than an individual and a state, the United States and a foreign government. See Arizona Laws 10-140
• 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.
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• 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.
• Gas: means :

  (a) Natural gas, including casinghead gas. See Arizona Laws 42-14101

• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• golf course: means substantially undeveloped land, including amenities such as landscaping, irrigation systems, paths and golf greens and tees, that may be used for golfing or golfing practice by the public or by members and guests of a private club. See Arizona Laws 42-13151
• Grain: means the seed of barley and wheat of all classes produced for use as food, feed or seed or produced for any industrial or commercial use. See Arizona Laws 3-581
• Gross production: means all oil, gas or geothermal resources that are produced and saved except:

  (a) Any interest of the United States or this state or of any other person or entity that is exempt under the laws of the United States or the constitution or laws of this state in any oil, gas or geothermal resources or in the proceeds of oil, gas or geothermal resources. See Arizona Laws 42-14101

• Gross yield: means the amount for which the gross production is sold in the immediate vicinity of the well or, if not sold on the property, the field or posted price or representative market price at the well of oil, gas or geothermal resources that are transported from the property. See Arizona Laws 42-14101
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Incorrigible child: means a child who:

  (a) Is adjudicated as a child who refuses to obey the reasonable and proper orders or directions of a parent, guardian or custodian and who is beyond the control of that person. See Arizona Laws 8-201

• Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
• Inter vivos: Transfer of property from one living person to another living person.
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Interested shareholder: when used in reference to any issuing public corporation, means any person, other than the issuing public corporation or any subsidiary of the issuing public corporation, that is either:

  (a) The beneficial owner, directly or indirectly, of ten per cent or more of the voting power of the outstanding shares of the issuing public corporation. See Arizona Laws 10-2701

• Internal revenue code: means the United States internal revenue code of 1986, as amended and in effect as of January 1, 2023, including those provisions that became effective during 2022 with the specific adoption of their retroactive effective dates but excluding all changes to the code enacted after January 1, 2023. See Arizona Laws 42-1001
• 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

• 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.
• Juvenile court: means the juvenile division of the superior court when exercising its jurisdiction over children in any proceeding relating to delinquency, dependency or incorrigibility. See Arizona Laws 8-201
• 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}
• Limited property value: means the value determined pursuant to section 42-13301. See Arizona Laws 42-11001
• Low-income housing tax credit program: means the federal low-income housing tax credit program established by the tax reform act of 1986, codified in section 42 of the internal revenue code and administered by the Arizona department of housing pursuant to section 35-728 to encourage construction and rehabilitation of low-income rental housing. See Arizona Laws 42-13601
• Low-income multifamily residential rental property: means multifamily residential property to which all of the following apply:

  (a) The owner received an allocation of federal income tax credits through the low-income housing tax credit program. See Arizona Laws 42-13601

• Managing entity: means the association or other person that undertakes the duties, responsibilities and obligations of the management of a timeshare plan. See Arizona Laws 42-13451
• Market value: when used in reference to stock or property of any issuing public corporation, means the following:

  (a) In the case of stock, the highest closing sale price during the thirty day period immediately preceding the date in question of the stock on the composite tape for New York stock exchange listed stock or, if the stock is not quoted on the composite tape or not listed on the New York stock exchange, on the principal United States securities exchange registered under the securities exchange act of 1934 on which the stock is listed or, if the stock is not listed on any such exchange, on the national association of securities dealers, inc. See Arizona Laws 10-2701

• Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
• Minor: means a person under eighteen years of age. See Arizona Laws 1-215
• Month: means a calendar month unless otherwise expressed. See Arizona Laws 1-215
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Oil: means crude petroleum oil and other hydrocarbons regardless of gravity that are produced at the well in liquid form by ordinary production methods and that are not the result of condensation of gas after it leaves the reservoir. See Arizona Laws 42-14101
• Oversight: Committee review of the activities of a Federal agency or program.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes a corporation, company, partnership, firm, association or society, as well as a natural person. See Arizona Laws 1-215
• Person: means a natural person, individual, proprietor, proprietorship, company, corporation, organization, association, joint venture, partner, partnership, trust, estate or limited liability company, the federal or state government, a political subdivision of a state or any other legal entity or combination of entities that owns, controls or has possession of real or personal property. See Arizona Laws 42-11001
• 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
• Personal property: All property that is not real property.
• Personal property: includes property of every kind, both tangible and intangible, that is not included as real estate. See Arizona Laws 42-11001
• Petition: means a written statement of the essential facts that allege delinquency, incorrigibility or dependency. See Arizona Laws 8-201
• Population: means the population according to the most recent United States decennial census. See Arizona Laws 1-215
• President: means that officer designated as the president in the articles of incorporation or bylaws or, if not so designated, that officer authorized in the articles of incorporation, bylaws or otherwise to perform the functions of the chief executive officer, irrespective of the name by which designated. See Arizona Laws 10-140
• Prevention: means the creation of conditions, opportunities and experiences that encourage and develop healthy, self-sufficient children and that occur before the onset of problems. See Arizona Laws 8-201
• Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Producer: means a person who owns, controls or leases, either as lessor or lessee, or who has any other interest in oil, gas or geothermal resource lands or oil, gas or geothermal resource wells on January 1 of each year if any person produced any oil, gas or geothermal resource in any manner from the lands or wells during the preceding calendar year. See Arizona Laws 42-14101
• Producer: means a person, partnership, corporation or cooperative in this state that produces and sells grain in commercial channels. See Arizona Laws 3-581
• production: means any taking of oil or gas from any land in this state that is under the state's jurisdiction. See Arizona Laws 42-14101
• Promotion: means a plan or device, including one involving the possibility of a prospective purchaser receiving a vacation, discount vacation, gift or prize, used by a developer or the developer's employee, or on the developer's behalf by an agent or the agent's employee, an independent contractor or the independent contractor's employee in connection with the offering and sale of timeshare interests in a timeshare plan. See Arizona Laws 42-13451
• Property: includes both real and personal property. See Arizona Laws 1-215
• Real estate: includes the ownership of, claim to, possession of or right of possession to lands or patented mines. See Arizona Laws 42-11001
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Roll: means the assessment and tax roll. See Arizona Laws 42-11001
• Secretary: means that officer designated as the secretary in the articles of incorporation or bylaws or that officer authorized in the articles of incorporation, the bylaws or otherwise to perform the functions of secretary, irrespective of the name by which designated. See Arizona Laws 10-140
• Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
• Shares: means those shares presently entitled to vote in the election of directors of the issuing public corporation. See Arizona Laws 10-2701
• Shelter care: means the temporary care of a child in any public or private facility or home that is licensed by this state and that offers a physically nonsecure environment that is characterized by the absence of physically restricting construction or hardware and that provides the child access to the surrounding community. See Arizona Laws 8-201
• shopping center: means an area that is comprised of three or more commercial establishments, the purpose of which is primarily retail sales, that has a combined gross leasable area of at least twenty-seven thousand square feet, that is owned or managed as a unit with at least one of the establishments having a gross leasable area of at least ten thousand square feet and that is either owner-occupied or subject to a lease that has a term of at least fifteen years. See Arizona Laws 42-13201
• state board: means either the state board of tax appeals or the state board of equalization, as applicable. See Arizona Laws 42-1001
• Statute: A law passed by a legislature.
• Tender offer: means a tender offer under the securities exchange act of 1934. See Arizona Laws 10-2701
• Timeshare interest: includes either a timeshare estate or a timeshare use. See Arizona Laws 42-13451
• Timeshare property: means one or more accommodations subject to the same timeshare instrument, together with any other property or rights to property appurtenant to those accommodations. See Arizona Laws 42-13451
• Transient occupant: means any person who occupies an accommodation in a timeshare property and provides rental income to the developer or association to occupy the accommodation. See Arizona Laws 42-13451
• Trustee: A person or institution holding and administering property in trust.
• under common control with: means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Arizona Laws 10-2701
• United States: includes the District of Columbia and the territories. See Arizona Laws 1-215
• United States: includes a district, authority, bureau, commission and department and any other agency of the United States. See Arizona Laws 10-140
• Valuation: means the full cash value or limited property value that is determined for real or personal property, as applicable. See Arizona Laws 42-11001
• Valuation year: means :

  (a) For real property and property valued by the department, the calendar year preceding the year in which the taxes are levied. See Arizona Laws 42-11001

• Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
• 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
• Wilfully: means , with respect to conduct or to a circumstance described by a statute defining an offense, that a person is aware or believes that the person's conduct is of that nature or that the circumstance exists. See Arizona Laws 1-215
• Writing: includes printing. See Arizona Laws 1-215
• written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140