Terms Used In New York Laws > Business Corporation > Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

• Acquiring corporation: means a corporation that is participating in a procedure pursuant to which such corporation is acquiring all of the outstanding shares of one or more classes of a subject corporation. See N.Y. Business Corporation Law 913
• 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.
• 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.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Commissioner: shall mean the commissioner of consumer and worker protection. See N.Y. New York City Administrative Code 20-102
• Consolidated corporation: means the new corporation into which two or more constituent corporations are consolidated. See N.Y. Business Corporation Law 901
• Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Business Corporation Law 901
• Constituent corporation: means an existing corporation that is participating in the merger or consolidation with one or more other corporations. See N.Y. Business Corporation Law 901
• Constituent entity: means a domestic or foreign corporation or other business entity, that is participating in the merger or consolidation with one or more domestic or foreign corporations. See N.Y. Business Corporation Law 901
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Department: shall mean the department of consumer and worker protection. See N.Y. New York City Administrative Code 20-102
• 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.
• Fraud: Intentional deception resulting in injury to another.
• License: shall mean an authorization by the department of consumer and worker protection to carry on various activities within its jurisdiction, which may take the form of a license, permit, registration, certification or such other form as is designated under law, regulation or rule. See N.Y. New York City Administrative Code 20-102
• Merger: means a procedure of the character described in subparagraph (a) (1). See N.Y. Business Corporation Law 901
• Organization: shall mean a business entity, including but not limited to a corporation, trust, estate, partnership, cooperative, association, firm, club or society. See N.Y. New York City Administrative Code 20-102
• Other business entity: means any person other than a natural person, general partnership (including any registered limited liability partnership or registered foreign limited liability partnership) or a domestic or foreign business corporation. See N.Y. Business Corporation Law 901
• Person: means any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity. See N.Y. Business Corporation Law 901
• Person: shall mean a natural person or an organization. See N.Y. New York City Administrative Code 20-102
• Probable cause: A reasonable ground for belief that the offender violated a specific law.
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Subject corporation: means a corporation that is participating in a procedure pursuant to which all of the outstanding shares of one or more classes of such corporation are being acquired by an acquiring corporation. See N.Y. Business Corporation Law 913
• Subpoena: A command to a witness to appear and give testimony.
• Summons: Another word for subpoena used by the criminal justice system.
• Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Business Corporation Law 901
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.