2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2554 - Business combination.

     § 2554.  Business combination.
        The term "business combination," when used in reference to
     any registered corporation and any interested shareholder of the
     corporation, means any of the following:
            (1)  A merger, consolidation, share exchange or division
        of the corporation or any subsidiary of the corporation:
                (i)  with the interested shareholder; or
                (ii)  with, involving or resulting in any other
            corporation (whether or not itself an interested
            shareholder of the registered corporation) which is, or
            after the merger, consolidation, share exchange or
            division would be, an affiliate or associate of the
            interested shareholder.
            (2)  A 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 such interested shareholder of
        assets of the corporation or any subsidiary of the
        corporation:
                (i)  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 such corporation;
                (ii)  having an aggregate market value equal to 10%
            or more of the aggregate market value of all the
            outstanding shares of such corporation; or
                (iii)  representing 10% or more of the earning power
            or net income, determined on a consolidated basis, of
            such corporation.
            (3)  The issuance or transfer by the corporation or any
        subsidiary of the corporation (in one transaction or a series
        of transactions) of any shares of such corporation or any
        subsidiary of such corporation which has an aggregate market
        value equal to 5% or more of the aggregate market value of
        all the outstanding shares of the corporation to the
        interested shareholder or any affiliate or associate of such
        interested shareholder except pursuant to the exercise of
        option rights to purchase shares, or pursuant to the
        conversion of securities having conversion rights, offered,
        or a dividend or distribution paid or made, pro rata to all
        shareholders of the corporation.
            (4)  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 such interested shareholder.
            (5)  A reclassification of securities (including, without
        limitation, any split of shares, dividend of shares, or other
        distribution of shares in respect of shares, or any reverse
        split of shares), 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 or 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, which has the
        effect, directly or indirectly, of increasing the
        proportionate share of the outstanding shares of any class or
        series of voting shares or securities convertible into voting
        shares of the corporation or any subsidiary of the
        corporation which 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.
            (6)  The receipt by the interested shareholder or any
        affiliate or associate of the interested shareholder of the
        benefit, directly or indirectly (except proportionately as a
        shareholder of such corporation), of any loans, advances,
        guarantees, pledges or other financial assistance or any tax
        credits or other tax advantages provided by or through the
        corporation.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 amended par. (1).
        Cross References.  Section 2554 is referred to in section
     2552 of this title.