2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 15 - Corporate Powers, Duties and Safeguards
1572 - Definitions.

     § 1572.  Definitions.
        The following words and phrases when used in this subchapter
     shall have the meanings given to them in this section unless the
     context clearly indicates otherwise:
        "Corporation."  The issuer of the shares held or owned by the
     dissenter before the corporate action or the successor by
     merger, consolidation, division, conversion or otherwise of that
     issuer. A plan of division may designate which one or more of
     the resulting corporations is the successor corporation for the
     purposes of this subchapter. The designated successor
     corporation or corporations in a division shall have sole
     responsibility for payments to dissenters and other liabilities
     under this subchapter except as otherwise provided in the plan
     of division.
        "Dissenter."  A shareholder who is entitled to and does
     assert dissenters rights under this subchapter and who has
     performed every act required up to the time involved for the
     assertion of those rights.
        "Fair value."  The fair value of shares immediately before
     the effectuation of the corporate action to which the dissenter
     objects, taking into account all relevant factors, but excluding
     any appreciation or depreciation in anticipation of the
     corporate action.
        "Interest."  Interest from the effective date of the
     corporate action until the date of payment at such rate as is
     fair and equitable under all the circumstances, taking into
     account all relevant factors, including the average rate
     currently paid by the corporation on its principal bank loans.
        "Shareholder."  A shareholder as defined in section 1103
     (relating to definitions) or an ultimate beneficial owner of
     shares, including, without limitation, a holder of depository
     receipts, where the beneficial interest owned includes an
     interest in the assets of the corporation upon dissolution.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended the defs. of "corporation"
     and "dissenter" and added the def. of "shareholder."
        Cross References.  Section 1572 is referred to in section
     1571 of this title.

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