Virginia Code 13.1-715.1: Definitions
As used in this article:
Terms Used In Virginia Code 13.1-715.1
- Acquired entity: means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange. See Virginia Code 13.1-715.1
- Acquiring entity: means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange. See Virginia Code 13.1-715.1
- 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.
- Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
- Eligible interests: means interests or memberships. See Virginia Code 13.1-603
- Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
- Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
- Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
1. See Virginia Code 13.1-603
- Interest holder: means a person who holds of record an interest. See Virginia Code 13.1-603
- Interest holder liability: means :
1. See Virginia Code 13.1-603
- Merger: means a business combination pursuant to § 13. See Virginia Code 13.1-715.1
- Person: includes an individual and an entity. See Virginia Code 13.1-603
- Share exchange: means a transaction pursuant to § 13. See Virginia Code 13.1-603
- Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
“Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange.
“Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.
“Merger” means a business combination pursuant to § 13.1-716.
“New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
“Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. “Party to a merger” does not include a survivor created by the merger.
“Party to a share exchange” means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange.
“Survivor” in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.