Affiliate: means a person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified. See Utah Code 16-10a-102
Agriculture: means the science and art of the production of plants and animals useful to man, including the preparation of plants and animals for human use and disposal by marketing or otherwise. See Utah Code 4-7-110
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.
Arrest: Taking physical custody of a person by lawful authority.
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 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;
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
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: includes ballot sheets, paper ballots, electronic ballots, and secrecy envelopes. See Utah Code 20A-1-102
Ballot proposition: means a question, issue, or proposal that is submitted to voters on the ballot for their approval or rejection including:
an opinion question specifically authorized by the Legislature;
Bank: means a person authorized under the laws of this state, another state, or the United States to accept deposits from the public. See Utah Code 7-1-103
Banking business: means the offering of deposit accounts to the public and the conduct of such other business activities as may be authorized by this title. See Utah Code 7-1-103
Beneficial owner: when used with respect to stock, means a person:
that, individually or with or through any of its affiliates or associates, beneficially owns the stock, directly or indirectly;
that, individually or with or through any of its affiliates or associates, has:
the right to acquire the stock:
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
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
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
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
Benefit corporation: means a business corporation:
that elects to become subject to this chapter; and
Business combination: when used in reference to any domestic corporation and an interested shareholder of the corporation, means:
a merger or consolidation of the corporation or any subsidiary of the corporation with:
the interested shareholder; or
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;
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:
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;
having an aggregate market value equal to 10% or more of the aggregate market value of all the outstanding stock of the corporation; or
representing 10% or more of the earning power or net income, determined on a consolidated basis, of the corporation;
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;
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;
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:
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
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
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
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.
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
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 domestic and foreign corporation;
a nonprofit corporation;
a limited liability company;
a profit or nonprofit unincorporated association;
a business trust;
two or more persons having a joint or common economic interest;
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
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.
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.
Financial institution: means an institution subject to the jurisdiction of the department because of this title. See Utah Code 7-1-103
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.
Institution subject to the jurisdiction of the department: means an institution or other person described in Section 7-1-501. See Utah Code 7-1-103
Interested shareholder: when used in reference to a domestic corporation, means a person, other than the corporation or a subsidiary of the corporation, that:
is the beneficial owner, directly or indirectly, of 20% or more of the outstanding voting stock of the corporation; or
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.
Livestock: means cattle, sheep, goats, swine, horses, mules, poultry, domesticated elk as defined in Section 4-39-102, or any other domestic animal or domestic furbearer raised or kept for profit. See Utah Code 4-7-110
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
Market value: when used in reference to stock or property of a domestic corporation, means:
in the case of stock:
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;
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
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
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
Minimum status vote: means :
in the case of a business corporation, in addition to any other required approval or vote, the satisfaction of the following conditions:
the shareholders of every class or series may vote as a separate voting group on the corporate action regardless of a limitation stated in the articles of incorporation or bylaws on the voting rights of a class or series; and
the corporate action is required to be approved by vote of the shareholders of each class or series entitled to cast at least two-thirds of the votes that all shareholders of the class or series are entitled to cast on the action; or
in the case of a domestic entity other than a business corporation, in addition to any other required approval, vote, or consent, the satisfaction of the following conditions:
the holders of every class or series of equity interest in the entity that are entitled to receive a distribution of any kind from the entity may vote on or consent to the action regardless of any otherwise applicable limitation on the voting or consent rights of a class or series; and
the action must be approved by vote or consent of the holders described in Subsection (12)(b)(i) entitled to cast at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action. See Utah Code 16-10b-103
Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
Money services business: includes :
a check casher;
a deferred deposit lender;
an issuer or seller of traveler's checks or money orders; and
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:
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:
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.
Transaction account: includes :
savings deposits subject to automatic transfers; and
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 48-2e-1156
Uphold: The decision of an appellate court not to reverse a lower court decision.
Utah Code: means the 1953 recodification of the Utah Code, as amended, unless the text expressly references a portion of the 1953 recodification of the Utah Code as it existed:Utah Code 48-2e-1156
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