61-6-2 - "Control shares" defined. - Utah Statutes

61-6-2. "Control shares" defined.
(1) As used in this chapter, "control shares" means shares that except for this chapterwould have voting power with respect to shares of an issuing public corporation that, when addedto all other shares of the issuing public corporation owned by a person or in respect to which thatperson may exercise or direct the exercise of voting power, would entitle that person,immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), toexercise or direct the exercise of the voting power, including voting power pursuant to arevocable proxy, of the issuing public corporation in the election of directors within any of thefollowing ranges of voting power:
(a) 1/5 or more but less than 1/3 of all voting power;
(b) 1/3 or more but less than a majority of all voting power; or
(c) a majority or more of all voting power.
(2) Shares entitling a person, immediately after acquisition of the shares (directly orindirectly, including pursuant to a revocable proxy or as part of a group), to exercise or direct theexercise of less than 1/5 of all voting power of the issuing public corporation in the election ofdirectors shall not be control shares, even if acquired in a control share acquisition. Shares ceaseto be control shares upon their transfer to a person who is not an affiliate of the transferor or anaffiliate or member of a group with which the applicable control share acquisition was made,except to the extent the shares become control shares as a result of their acquisition by thetransferee.

Amended by Chapter 106, 2000 General Session