2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2542 - Definitions.

     § 2542.  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:
        "Control transaction."  The acquisition by a person or group
     of the status of a controlling person or group.
        "Controlling person or group."  A controlling person or group
     as defined in section 2543 (relating to controlling person or
     group).
        "Fair value."  A value not less than the highest price paid
     per share by the controlling person or group at any time during
     the 90-day period ending on and including the date of the
     control transaction plus an increment representing any value,
     including, without limitation, any proportion of any value
     payable for acquisition of control of the corporation, that may
     not be reflected in such price.
        "Partial payment amount."  The amount per share specified in
     section 2545(c)(2) (relating to contents of notice).
        "Subsidiary."  Any corporation as to which any other
     corporation has or has the right to acquire, directly or
     indirectly, through the exercise of all warrants, options and
     rights and the conversion of all convertible securities, whether
     issued or granted by the subsidiary or otherwise, voting power
     over voting shares of the subsidiary that would entitle the
     holders thereof to cast in excess of 50% of the votes that all
     shareholders would be entitled to cast in the election of
     directors of such subsidiary, except that a subsidiary will not
     be deemed to cease being a subsidiary as long as such
     corporation remains a controlling person or group within the
     meaning of this subchapter.
        "Voting shares."  The term shall have the meaning specified
     in section 2552 (relating to definitions).
     (Apr. 27, 1990, P.L.129, No.36, eff. imd.)