Acquired eligible entity: means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. See Florida Statutes 607.01401
Acquiring eligible entity: means the domestic or foreign eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired eligible entity in a share exchange. See Florida Statutes 607.01401
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.
Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
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.
Foreign: means , with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. See Florida Statutes 607.01401
Foreign corporation: means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state. See Florida Statutes 607.01401
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.
Governor: means :
(a) A director of a corporation for profit;
(b) A director or trustee of a nonprofit corporation;
(c) A general partner of a general partnership;
(d) A general partner of a limited partnership;
(e) A manager of a manager-managed limited liability company;
(f) A member of a member-managed limited liability company;
(g) A director or a trustee of a real estate investment trust; or
(h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Florida Statutes 607.01401
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 formation: means , with respect to an entity:
(a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or
(b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification or equivalent document is filed. See Florida Statutes 607.01401
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
Probable cause: A reasonable ground for belief that the offender violated a specific law.
Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
Protected agreement: means :
(a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020;
(b) An agreement that is binding on an entity on January 1, 2020;
(c) The organic rules of an entity in effect on January 1, 2020; or
(d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020. See Florida Statutes 607.01401
Public organic record: means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. See Florida Statutes 607.01401
Quorum: The number of legislators that must be present to do business.
Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
Secretary: means the corporate officer to whom the board of directors has delegated responsibility under…. See Florida Statutes 607.01401
Service of process: The service of writs or summonses to the appropriate party.
Testimony: Evidence presented orally by witnesses during trials or before grand juries.
Type of entity: means a generic form of entity either:
(a) Recognized at common law; or
(b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Florida Statutes 607.01401
United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Florida Statutes 607.01401
Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Florida Statutes 607.01401
writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 1.01
Writing: means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. See Florida Statutes 607.01401