Article 1 General Provisions 41-5601 – 41-5612

Terms Used In Arizona Laws > Title 41 > Chapter 55

  • 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
  • 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
  • Applicable agency: means a department or agency of this state established by law to regulate certain types of business activity in this state and persons engaged in such business, including the issuance of licenses or other types of authorization, that the attorney general determines would or may regulate a sandbox participant if the person was not a regulatory sandbox participant. See Arizona Laws 41-5601
  • 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

  • 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 such 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
  • 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
  • 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 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.
  • 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.
  • 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.
  • Financial product or service: means a product or service that requires licensure under title 6 or title 44, chapter 2. See Arizona Laws 41-5601
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Grand jury: agreement providing that a lender will delay exercising its rights (in the case of a mortgage,
  • including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
  • Individual: includes the estate of an incompetent or deceased individual. See Arizona Laws 10-140
  • Innovation: means , with respect to providing a financial product or service or a substantial component of a financial product or service, the use or incorporation of new or emerging technology or the reimagination of uses for existing technology to address a problem, provide a benefit or otherwise offer a product, service, business model or delivery mechanism that is not known by the attorney general to have a comparable widespread offering in this state. See Arizona Laws 41-5601
  • Inter vivos: Transfer of property from one living person to another living person.
  • 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

  • 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.
  • 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
  • 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

  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • 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 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
  • 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
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Regulatory sandbox: means the program established by this chapter that allows a person to temporarily test an innovation on a limited basis without otherwise being licensed or authorized to act under the laws of this state. See Arizona Laws 41-5601
  • Sandbox participant: means any person whose application to participate in the regulatory sandbox is approved pursuant to this chapter. See Arizona Laws 41-5601
  • 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
  • Statute: A law passed by a legislature.
  • Subpoena: A command to a witness to appear and give testimony.
  • Tender offer: means a tender offer under the securities exchange act of 1934. See Arizona Laws 10-2701
  • Test: means to provide products and services as allowed by this chapter. See Arizona Laws 41-5601
  • 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 a district, authority, bureau, commission and department and any other agency of the United States. See Arizona Laws 10-140
  • 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
  • Writing: includes printing. See Arizona Laws 1-215