Business combinations which would otherwise be subject to regulation under § 48-103-205 or § 48-103-206 shall be exempt from regulation thereunder if one (1) or more of the following subdivisions are applicable:

(1) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder or any associate or affiliate of such interested shareholder:

Terms Used In Tennessee Code 48-103-207

  • Affiliate: when used to indicate a relationship with an interested shareholder, means a person that directly or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, or is acting in concert with, a specified person. See Tennessee Code 48-103-203
  • 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.
  • Announcement date: when used in reference to any business combination, means the date of the first public announcement of a final definitive proposal for such business combination. See Tennessee Code 48-103-203
  • Associate: when used to indicate a relationship with an interested shareholder, means:
    (A) Any domestic or foreign corporation, partnership, syndicate, joint venture or other unincorporated organization of which such person is an officer, director, manager or partner (either general or limited) or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting stock. See Tennessee Code 48-103-203
  • Beneficial owner: when used with respect to any class or series of shares or other securities, means a person that:
    (A) Individually, or with or through any of its affiliates or associates, beneficially owns such shares or other securities, directly or indirectly. See Tennessee Code 48-103-203
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Business combination: when used in reference to any resident domestic corporation and any interested shareholder of such resident domestic corporation or any affiliate or associate of such interested shareholder, means:
    (A) Any merger or consolidation of such resident domestic corporation or any subsidiary of such resident domestic corporation with:
    (i) An interested shareholder or any affiliate or associate of such interested shareholder. See Tennessee Code 48-103-203
  • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • Continuing shares: means shares held continuously of record in the name of the beneficial owner or the beneficial owner's trustee, guardian, administrator, executor, conservator or similar fiduciary on behalf of such beneficial owner, on the resident domestic corporation's stock transfer records or reported to the securities and exchange commission on a Schedule 13D or 13G or Form 3 or 4 filing pursuant to the Exchange Act for one (1) year or more prior to the date of the shareholders' meeting at which the charter or bylaw amendment is considered. See Tennessee Code 48-103-203
  • 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.
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
  • Exchange: means any share exchange whether pursuant to a plan of exchange under §. See Tennessee Code 48-103-203
  • Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934 ( 15 U. See Tennessee Code 48-103-203
  • Interested shareholder: when used in reference to any resident domestic corporation, means any person (other than such resident domestic corporation or any subsidiary of such resident domestic corporation) that:
    (A)
    (i) Is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of any class or series of the then outstanding voting stock of such resident domestic corporation. See Tennessee Code 48-103-203
  • Resident domestic corporation: means an issuer of voting stock which, as of the share acquisition date in question, is organized under the laws of Tennessee and meets two (2) or more of the following requirements:
    (A)
    (i) The corporation has more than either ten thousand (10,000) or ten percent (10%) of its shareholders resident in Tennessee or more than ten percent (10%) of its outstanding shares held by resident Tennessee shareholders. See Tennessee Code 48-103-203
  • Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
  • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
  • 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 Tennessee Code 48-11-201
  • shares: means :
    (A) Any stock or other equity interest in any class or series of stock designated in the charter of the resident domestic corporation or its subsidiaries, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for stock in any class or series. See Tennessee Code 48-103-203
  • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
  • 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 which is contingent upon the happening of a condition or event that has not occurred at the time. See Tennessee Code 48-51-201
  • Voting stock: means all shares of the resident domestic corporation entitled to vote generally in the election of directors. See Tennessee Code 48-103-203
(A) If the resident domestic corporation did not have, on such interested shareholder’s share acquisition date, a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act (15 U.S.C. § 78l(g)); or
(B) Regardless of such registration, if the resident domestic corporation was, on such interested shareholder’s share acquisition date, a holding company whose principal subsidiary was a domestic life insurance company;
(2) Unless the charter of the resident domestic corporation provides otherwise, §§ 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder who was an interested shareholder prior to March 11, 1988, unless subsequent thereto such interested shareholder increased such interested shareholder’s proportion of the voting power of the resident domestic corporation’s outstanding voting stock to a proportion in excess of the proportion of voting power such interested shareholder held prior to March 11, 1988, without prior board approval;
(3) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation, the original charter or original bylaws of which contain a provision, or whose board of directors or shareholders adopt an amendment to the resident domestic corporation’s bylaws within ninety (90) days of March 11, 1988, or, if no class or series of its voting stock is registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act within ninety (90) days of March 11, 1988, prior to the issuance of any voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act, expressly electing not to be governed by §§ 48-103-205 and 48-103-206;
(4) Sections 48-103-205 and 48-103-206 shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder of such corporation who became an interested shareholder inadvertently, if such interested shareholder:

(A) As soon as practicable divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting stock of such corporation; and
(B) Would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;
(5) Sections 48-103-205 and 48-103-206 shall not apply to a resident domestic corporation otherwise subject to this part if an amendment to the charter or bylaws of the resident domestic corporation is approved by a majority of the continuing shares, which amendment expressly provides that such resident domestic corporation shall not be subject to §§ 48-103-205 and 48-103-206, and such amendment further expressly provides that it is not to be effective until two (2) years after the vote of the continuing shares.
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