(a) This part does not apply to “state banks” as defined in § 45-1-103, to “savings and loan associations,” as defined by § 45-3-104, or to “public utilities,” as defined by § 65-4-101.

Terms Used In Tennessee Code 48-103-113

  • articles of incorporation: includes all documents serving a similar function required to be filed with the secretary of state or other state office of the LLC's jurisdiction of organization. See Tennessee Code 48-202-101
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Tennessee Code 48-103-102
  • 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.
  • Offeree: means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer. See Tennessee Code 48-103-102
  • Offeree company: means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities. See Tennessee Code 48-103-102
  • Statute: A law passed by a legislature.
(b) If the offeree company is a domestic insurance company whose takeover is subject to title 56, chapter 10, part 2, this part shall not apply and title 56, chapter 10, part 2 shall control. For purposes of this section, “domestic insurance company” has the meaning as that set forth in § 56-10-201.
(c) This part shall not apply to public utilities, public utility holding companies, national banking associations, bank holding companies or savings and loan associations subject to regulation by a federal agency.
(d) This part shall not apply to any offer involving a vote by holders of equity securities of the offeree company, pursuant to its charter or articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or on a sale of its securities in exchange for cash or securities of another corporation.
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