Terms Used In Utah Code > Title 13 > Chapter 31

• Address: includes :

  (i)	a post office box number;

  (ii)	a rural free delivery route number; and

  (iii)

  a street name and number. See Utah Code 16-10a-102 Administrator: includes "executor" when the subject matter justifies the use. See Utah Code 68-3-12.5 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. Affiliate: means the same as that term is defined in Section 16-10a-102. See Utah Code 16-10a-1802 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 a business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Utah Code 16-10a-1802 Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant. Appraisal: A determination of property value. Articles of incorporation: include : (a)  amended and restated articles of incorporation; (b)  articles of merger; and (c)  a document of a similar import to those described in Subsections (4)(a) and (b). See Utah Code 16-10a-102 Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account. Associate: when used to indicate a relationship with a person, means: (a)  a corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of voting stock; (b)  a trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and (c)  a relative or spouse of the person, or any relative of the spouse, who has the same home as the person. See Utah Code 16-10a-1802 Assumed corporate name: means a name assumed for use in this state by a foreign corporation pursuant to Section 16-10a-1506 because its corporate name is not available for use in this state. See Utah Code 16-10a-102 Ballot: means the storage medium, including a paper, mechanical, or electronic storage medium, that records an individual voter's vote. See Utah Code 20A-1-102 Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings. Beneficial owner: when used with respect to stock, means a person: (a)  that, individually or with or through any of its affiliates or associates, beneficially owns the stock, directly or indirectly; (b)  that, individually or with or through any of its affiliates or associates, has: (i)  the right to acquire the stock: (A)  whether the right is exercisable immediately or only after the passage of time, pursuant to an agreement, arrangement, or understanding, whether or not in writing; or (B)  upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, except that a person may not be considered the beneficial owner of stock tendered pursuant to a tender or exchange offer made by the person or an affiliate or associate of the person until the tendered stock is accepted for purchase or exchange; or (ii)  the right to vote the stock pursuant to an agreement, arrangement, or understanding, whether or not in writing, except that a person may not be considered the beneficial owner of any stock under this Subsection (4)(b)(ii) if the agreement, arrangement, or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or (c)  that has an agreement, arrangement, or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in Subsection (4)(b)(ii), or disposing of the stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the stock. See Utah Code 16-10a-1802 Business combination: when used in reference to any domestic corporation and an interested shareholder of the corporation, means: (a)  a merger or consolidation of the corporation or any subsidiary of the corporation with: (i)  the interested shareholder; or (ii)  any other corporation, whether or not that corporation is an interested shareholder of the corporation, that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder; (b)  any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, to or with the interested shareholder or any affiliate or associate of the interested shareholder of assets of the corporation or any subsidiary of the corporation: (i)  having an aggregate market value equal to 10% or more of the aggregate market value of all the assets, determined on a consolidated basis, of the corporation; (ii)  having an aggregate market value equal to 10% or more of the aggregate market value of all the outstanding stock of the corporation; or (iii)  representing 10% or more of the earning power or net income, determined on a consolidated basis, of the corporation; (c)  the issuance or transfer by the corporation or any subsidiary of the corporation, in one transaction or a series of transactions, of any stock of the corporation or any subsidiary of the corporation that has an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding stock of the corporation to the interested shareholder or any affiliate or associate of the interested shareholder except pursuant to the exercise of warrants or rights to purchase stock offered, or a dividend or distribution paid or made, pro rata to all shareholders of the corporation; (d)  the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with, the interested shareholder or any affiliate or associate of the interested shareholder; (e)  any reclassification of securities, including a stock split, stock dividend, or other distribution of stock in respect of stock, or any reverse stock split, or recapitalization of the corporation, or any merger or consolidation of the corporation with any subsidiary of the corporation, or any other transaction, whether or not with, into, or otherwise involving the interested shareholder: (i)  proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with, the interested shareholder or any affiliate or associate of the interested shareholder; and (ii)  that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of the corporation or any subsidiary of the corporation that is directly or indirectly owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or (f)  a receipt by the interested shareholder or an affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the corporation, of a loan, advance, guarantee, pledge, or other financial assistance or any tax credit or other tax advantage provided by or through the corporation. See Utah Code 16-10a-1802 Bylaws: includes amended bylaws and restated bylaws. See Utah Code 16-10a-102 City: includes , depending on population, a metro township as defined in Section 10-3c-102. See Utah Code 68-3-12.5 Common stock: means stock other than preferred stock. See Utah Code 16-10a-1802 Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant. Contract: A legal written agreement that becomes binding when signed. Convention: means the political party convention at which party officers and delegates are selected. See Utah Code 20A-1-102 Corporate name: means : (a)  the name of a domestic corporation or a domestic nonprofit corporation as stated in its articles of incorporation; or (b)  the name of a foreign corporation or a foreign nonprofit corporation as stated in its articles of incorporation or document of similar import. See Utah Code 16-10a-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. Customer: means a person that: (a)  causes a molder to fabricate, cast, or otherwise make a mold; or (b)  provides a molder with a mold to make a product for the customer. See Utah Code 13-31-102 Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries. Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime. Deliver: includes delivery by mail or another means of transmission authorized by Section 16-10a-103, except that delivery to the division means actual receipt by the division. See Utah Code 16-10a-102 Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial. Distribution: means the following by a corporation to or for the benefit of its shareholders in respect of any of the corporation's shares: (i)  a direct or indirect transfer of money or other property, other than a corporation's own shares; or (ii)  incurrence of indebtedness by the corporation. See Utah Code 16-10a-102 Division: means the Division of Corporations and Commercial Code. See Utah Code 16-10a-102 domestic corporation: means a corporation for profit that: (a)  is not a foreign corporation; and (b)  is incorporated under or subject to this chapter. See Utah Code 16-10a-102 Election: means a regular general election, a municipal general election, a statewide special election, a local special election, a regular primary election, a municipal primary election, and a local district election. See Utah Code 20A-1-102 Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs. Entity: includes : (a)  a domestic and foreign corporation; (b)  a nonprofit corporation; (c)  a limited liability company; (d)  a profit or nonprofit unincorporated association; (e)  a business trust; (f)  an estate; (g)  a partnership; (h)  a trust; (i)  two or more persons having a joint or common economic interest; (j)  a state; (k)  the United States; and (l)  a foreign government. See Utah Code 16-10a-102 Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts 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. Exchange Act: means the Securities Exchange Act of 1934, 15 U. See Utah Code 16-10a-1802 Executor: includes "administrator" when the subject matter justifies the use. See Utah Code 68-3-12.5 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. Felony: A crime carrying a penalty of more than a year in prison. Fiduciary: A trustee, executor, or administrator. Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006. Foreign corporation: means a corporation for profit incorporated under a law other than the law of this state. See Utah Code 16-10a-102 Fraud: Intentional deception resulting in injury to another. Guardian: includes a person who:Utah Code 68-3-12.5 Individual: means : (a)  a natural person; (b)  the estate of an incompetent individual; or (c)  the estate of a deceased individual. See Utah Code 16-10a-102 Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury. Interested shareholder: when used in reference to a domestic corporation, means a person, other than the corporation or a subsidiary of the corporation, that: (i)  is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of the corporation; or (ii)  is an affiliate or associate of the corporation and at any time within the five-year period immediately before the date in question was the beneficial owner, directly or indirectly, of 20% or more of the then outstanding voting stock of the corporation. See Utah Code 16-10a-1802 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. Lien: A claim against real or personal property in satisfaction of a debt. Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants. Local district: means a local government entity under Title 17B, Limited Purpose Local Government Entities - Local Districts, and includes a special service district under Title 17D, Chapter 1, Special Service District Act. See Utah Code 20A-1-102 mailing: means deposit, deposited, or depositing in the United States mail, properly addressed, first class postage prepaid, and includes registered or certified mail for which the proper fee is paid. See Utah Code 16-10a-102 Make: includes to manufacture, assemble, cast, or fabricate. See Utah Code 13-31-102 Market value: when used in reference to stock or property of a domestic corporation, means: (a)  in the case of stock: (i)  the highest closing sale price during the 30-day period immediately preceding the date in question of a share of the stock on the composite tape for New York stock exchange-listed stocks; (ii)  if the stock is not quoted on the composite tape or listed on the exchange described in Subsection (11)(a)(i), the highest closing sale price during the 30-day period immediately preceding the date in question on the principal United States securities exchange registered under the Exchange Act on which the stock is listed; or (iii)  if no quotation is available under Subsection (11)(a)(i) or (ii), the fair market value on the date in question of a share of the stock as determined by the board of directors of the corporation in good faith; and (b)  in the case of property other than cash or stock, the fair market value of the property on the date in question as determined by the board of directors of the corporation in good faith. See Utah Code 16-10a-1802 Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement. Mold: includes a die, form, or pattern. See Utah Code 13-31-102 Molder: includes a tool or die maker. See Utah Code 13-31-102 Month: means a calendar month, unless otherwise expressed. See Utah Code 68-3-12.5 Mortgage: The written agreement pledging property to a creditor as collateral for a loan. Mortgagee: The person to whom property is mortgaged and who has loaned the money. Municipality: means a city, town, or metro township. See Utah Code 20A-1-102 Notice: is a s provided in Section 16-10a-103. See Utah Code 16-10a-102 Oath: includes "affirmation. See Utah Code 68-3-12.5 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. Oppressive conduct: means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder. See Utah Code 16-10a-1901 Oppressive conduct: means a continuing course of conduct, a significant action, or a series of actions that substantially interferes with the interests of a shareholder as a shareholder. See Utah Code 16-10a-1901 v2 Person: means :Utah Code 68-3-12.5 Personal property: includes :Utah Code 68-3-12.5 Preferred stock: means a class or series of stock of a domestic corporation that under the bylaws or articles of incorporation of the corporation: (a)  is entitled to receive payment of dividends before any payment of dividends on some other class or series of stock; or (b)  is entitled in the event of a voluntary liquidation, dissolution, or winding up of the corporation to receive payment or distribution of a preferential amount before a payment or distribution is received by some other class or series of stock. See Utah Code 16-10a-1802 Principal office: means the office, in or out of this state, designated by a domestic or foreign corporation as its principal office in the most recent document on file with the division providing the information, including: (a)  an annual report; (b)  an application for a certificate of authority; or (c)  a notice of change of principal office. See Utah Code 16-10a-102 Proceeding: includes : (a)  a civil suit; (b)  arbitration or mediation; and (c)  a criminal, administrative, or investigatory action. See Utah Code 16-10a-102 Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5 Property: includes both real and personal property. See Utah Code 68-3-12.5 Quorum: The number of legislators that must be present to do business. real property: includes :Utah Code 68-3-12.5 Receive: when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means the writing or other document is actually received by: (a)  the corporation at its: (i)  registered office in this state; or (ii)  principal office; (b)  the secretary of the corporation, wherever the secretary is found; or (c)  another person authorized by the bylaws or the board of directors to receive the writing or other document, wherever that person is found. See Utah Code 16-10a-102 Record date: means the date established under Part 6, Shares and Distributions, or Part 7, Shareholders, on which a corporation determines the identity of its shareholders. See Utah Code 16-10a-102 Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. Source: FDIC Registered office: means the office within this state designated by a domestic or foreign corporation as its registered office in the most recent document on file with the division providing that information, including: (a)  articles of incorporation; (b)  an application for a certificate of authority; or (c)  a notice of change of registered office. See Utah Code 16-10a-102 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. Service of process: The service of writs or summonses to the appropriate party. Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims. Share: means the unit into which the proprietary interests in a corporation are divided. See Utah Code 16-10a-102 Shareholder: means : (i)  the person in whose name a share is registered in the records of a corporation; or (ii)  the beneficial owner of a share to the extent recognized pursuant to Section 16-10a-723. See Utah Code 16-10a-102 State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5 Statute: A law passed by a legislature. Stock: means : (a)  a stock or similar security, a certificate of interest, any participation in a profit sharing agreement, a voting trust certificate, or a certificate of deposit for stock; (b)  a security convertible, with or without consideration, into stock; (c)  a warrant, call, or other option or privilege of buying stock without being bound to do so; or (d)  any other security carrying a right to acquire, subscribe to, or purchase stock. See Utah Code 16-10a-1802 Swear: includes "affirm. See Utah Code 68-3-12.5 Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident. Town: includes , depending on population, a metro township as defined in Section 10-3c-102. See Utah Code 68-3-12.5 Tribal corporation: means a corporation: (a)  incorporated under the law of a tribe; and (b)  that is at least 51% owned or controlled by the tribe. See Utah Code 16-10a-102 Trust account: A general term that covers all types of accounts in a trust department, such as estates, guardianships, and agencies. Source: OCC Trustee: A person or institution holding and administering property in trust. United States: includes each state, district, and territory of the United States of America. See Utah Code 68-3-12.5 Uphold: The decision of an appellate court not to reverse a lower court decision. Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Utah Code 16-10a-102 Voting stock: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Utah Code 16-10a-1802 Writing: includes :Utah Code 68-3-12.5