Terms Used In Tennessee Code > Title 9 > Chapter 19 - Registration of Public Obligations

• Affiliate: means a person who directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another person. See Tennessee Code 48-1-102
• Agent: means any individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities from, in, or into this state. See Tennessee Code 48-1-102
• 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.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Book-entry form: means , with respect to public obligations, obligations that are not represented by an instrument but are evidenced and transferred on registration books maintained for that purpose by or on behalf of the issuer. See Tennessee Code 9-19-102
• Broker-dealer: means any person engaged in the business of effecting transactions in securities for the account of others, or any person engaged in the business of buying or selling securities issued by one (1) or more other persons for such person's own account and as part of a regular business rather than in connection with such person's investment activities. See Tennessee Code 48-1-102
• 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
• Canadian retirement account: means a trust or other arrangement, including, but not limited to, a "registered retirement savings plan" or "registered retirement income fund" administered under Canadian law, that is managed by the natural person who contributes to, or is or will be entitled to receive the income and assets from such account. See Tennessee Code 48-1-102
• Claimant agency: means any state agency, department, board, bureau, commission, or authority to which an individual owes a debt or that acts on behalf of an individual to collect a debt. See Tennessee Code 4-51-202
• 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
• Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-1-102
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Contract: A legal written agreement that becomes binding when signed.
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Corporation: means the Tennessee education lottery corporation. See Tennessee Code 4-51-102
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Debt: means any liquidated sum due and owing any claimant agency, which sum has accrued through contract, subrogation, tort, or operation of law, regardless of whether there is an outstanding judgment for the sum or any sum that is due and owing any person and is enforceable by the state or any of the claimant agencies of the state. See Tennessee Code 4-51-202
• Department: means the department of commerce and insurance. See Tennessee Code 48-1-102
• Designated adult: means :
  (A) An individual sixty-five (65) years of age or older. See Tennessee Code 48-1-102
• Distribution: means a direct or indirect transfer of money or other property (except its own membership interests) with or without consideration, or an incurrence or issuance of indebtedness, (whether directly or indirectly, including through a guaranty) by an LLC to or for the benefit of any of its members in respect of membership interests. See Tennessee Code 48-202-101
• Document: means :
  (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• 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.
• Facsimile seal: means the reproduction by engraving, imprinting, stamping, or other means of the seal of the issuer, official or official body. See Tennessee Code 9-19-102
• Facsimile signature: means the reproduction by engraving, imprinting, stamping, or other means of the manual signature of an authorized officer. See Tennessee Code 9-19-102
• 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.
• Financial intermediary: means a bank, broker, or clearing corporation or the nominee of any of them, or other person or nominee which in the ordinary course of its business maintains public obligation accounts for its customers, when so acting. See Tennessee Code 9-19-102
• 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 natural person or entity serving on the board of governors of a board-managed LLC. See Tennessee Code 48-202-101
• Highway: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Interest: means either or both of the following rights under the organic law of an unincorporated entity:
  (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
• Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
• Investment adviser: includes a financial planner or other person who, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or who holds oneself out as providing investment advice to others for compensation. See Tennessee Code 48-1-102
• Investment adviser representative: means any partner, officer, or director of (or person occupying a similar status or performing similar functions) an investment adviser, or other individual, except clerical or ministerial personnel, who is employed by or associated with an investment adviser and does any of the following:
  (i) Makes any recommendation or otherwise renders advice regarding securities. See Tennessee Code 48-1-102
• Investment-related: means any activities connected to any of the following business areas:
  (A) Securities. See Tennessee Code 48-1-102
• Issuer: means any entity, department, or agency which under the laws of this state issues public obligations. See Tennessee Code 9-19-102
• Issuer: means every person who issues any security, except that:
  (i) With respect to certificates of deposit, voting-trust certificates, collateral-trust certificates, certificates of interest or shares in an unincorporated investment trust which is of the fixed, restricted management or unit type or which does not have either a board of directors or persons performing similar functions, "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement under which such securities are issued. See Tennessee Code 48-1-102
• 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.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Member: means a person reflected in the required records of an LLC as the owner of some governance rights of a membership interest of the LLC. See Tennessee Code 48-202-101
• Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• Official actions: means the actions by statute, order, ordinance, charter, resolution, contract, or other authorized means by which the issuer provides for issuance of a public obligation. See Tennessee Code 9-19-102
• official body: means the officer or board that is empowered under the laws of this state to provide for original issuance of a public obligation of the issuer, by defining the obligation and its terms, conditions and other incidents, the successor or successors of any such official or official body, and such other person or group of persons as shall be assigned duties of such official or official body under applicable law from time to time. See Tennessee Code 9-19-102
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Person: means a natural person, a sole proprietorship, a corporation, a partnership, an association, a limited liability company, a joint-stock company, a trust, a governmental entity or agency, or any other unincorporated organization. See Tennessee Code 48-1-102
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Promoter: means :
  (A) Any person who, acting alone or in conjunction with one (1) or more persons, directly or indirectly takes the initiative in founding and organizing the business or enterprise of an issuer. See Tennessee Code 48-1-102
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Public obligation: means an agreement of an issuer to pay principal and any interest thereon, whether in the form of a contract to repay borrowed money, a lease, an installment purchase agreement, or otherwise, and includes a share, participation, or other interest in any such agreement. See Tennessee Code 9-19-102
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
• 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.
• Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101
• 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.
• Security: means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, a life settlement investment or any fractional or pooled interest in a life insurance policy or life settlement investment, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, certificate of interest or participation in an oil, gas, or mining title or lease or in payments out of production under such a title or lease. See Tennessee Code 48-1-102
• Service of process: The service of writs or summonses to the appropriate party.
• State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
• under common control with: means the possession, directly or indirectly, of the power to direct or compel the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Tennessee Code 48-1-102
• Underwriter: means any person who has purchased from an issuer or an affiliate of an issuer with a view to, or who sells for an issuer or an affiliate of an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking. See Tennessee Code 48-1-102
• United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
• written: means any information in the form of a document. See Tennessee Code 48-11-201
• written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105