Sec. 10. (a) As used in this chapter, “interested shareholder”, when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

(1) the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting shares of the resident domestic corporation; or

Terms Used In Indiana Code 23-1-43-10

  • affiliate: means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person. See Indiana Code 23-1-43-1
  • associate: when used to indicate a relationship with any person, means:

    Indiana Code 23-1-43-3

  • beneficial owner: when used with respect to any shares, has the meaning set forth in Indiana Code 23-1-43-4
  • 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.
  • interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

    Indiana Code 23-1-43-10

  • resident domestic corporation: means a corporation that has one hundred (100) or more shareholders. See Indiana Code 23-1-43-13
  • voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Indiana Code 23-1-43-17
  • Year: means a calendar year, unless otherwise expressed. See Indiana Code 1-1-4-5
(2) an affiliate or associate of the resident domestic corporation and at any time within the five (5) year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding shares of the resident domestic corporation.

     (b) For the purpose of determining whether a person is an interested shareholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by the person through application of section 4 of this chapter, but does not include any other unissued shares of voting shares of the resident domestic corporation that may be issuable under any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

As added by P.L.149-1986, SEC.27.

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