Terms Used In Arizona Laws > Title 29 > Chapter 6 > Article 2 - Merger

• 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.
• Appraisal: A determination of property value.
• Appropriate filing authority: means :

  (a) With respect to corporations, business trusts and limited liability companies, the commission. See Arizona Laws 29-2102

• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
• Entity: means any of the following:

  (a) A corporation. See Arizona Laws 29-2102

• Filing entity: means an entity that is created by the filing of a public organizational document. See Arizona Laws 29-2102
• Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
• Good faith: means honesty in fact in the conduct or transaction concerned. See Arizona Laws 29-2102
• Governing statute: means , collectively, the statute or statutes governing the internal affairs of an entity. See Arizona Laws 29-2102
• Governor: means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the governing statute and organizational documents of the entity. See Arizona Laws 29-2102
• including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
• Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
• Interest holder: means a direct holder of an interest. See Arizona Laws 29-2102
• Interest holder liability: means :

  (a) Personal liability for an obligation of an entity that is imposed on a person either:

  (i) Solely by reason of the status of the person as an interest holder. See Arizona Laws 29-2102

• 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.
• Jurisdiction of organization: means the jurisdiction whose law includes the governing statute of the entity. See Arizona Laws 29-2102
• Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
• Merging entity: means an entity that is a party to a merger and that exists immediately before the merger becomes effective. See Arizona Laws 29-2102
• Obligation: means a debt, loss or liability or any other obligation arising in any manner, regardless of whether it is secured, contingent or liquidated. See Arizona Laws 29-2102
• 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.
• Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
• 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: means an individual, a corporation, an estate, a trust, a partnership, a limited liability company, a business or similar trust, an association, a joint venture, a public corporation, a government, a governmental subdivision, agency or instrumentality or any other legal or commercial entity. See Arizona Laws 29-2102
• Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
• Process: means a citation, writ or summons issued in the course of judicial proceedings. See Arizona Laws 1-215
• Property: includes both real and personal property. See Arizona Laws 1-215
• Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the appropriate filing authority. See Arizona Laws 29-2102
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102
• Service of process: The service of writs or summonses to the appropriate party.
• Sign: means to do either of the following with present intent to authenticate or adopt a record:

  (a) Execute or adopt a tangible symbol. See Arizona Laws 29-2102

• Statute: A law passed by a legislature.
• Surviving entity: means the entity that continues in existence after, or that is organized as a result of, a merger. See Arizona Laws 29-2102
• Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102