2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2562 - Definitions.

     § 2562.  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:
        "Acquiring person."  A person who makes or proposes to make a
     control-share acquisition. Two or more persons acting in
     concert, whether or not pursuant to an express agreement,
     arrangement, relationship or understanding, including as a
     partnership, limited partnership, syndicate, or through any
     means of affiliation whether or not formally organized, for the
     purpose of acquiring, holding, voting or disposing of shares of
     a registered corporation, shall also constitute a person for the
     purposes of this subchapter. A person, together with its
     affiliates and associates, shall constitute a person for the
     purposes of this subchapter.
        "Affiliate," "associate" and "beneficial owner."  The terms
     shall have the meanings specified in section 2552 (relating to
     definitions). The corporation may adopt reasonable provisions to
     evidence beneficial ownership, specifically including
     requirements that holders of voting shares of the corporation
     provide verified statements evidencing beneficial ownership and
     attesting to the date of acquisition thereof.
        "Affiliate shares."  All voting shares of a corporation
     beneficially owned by:
            (1)  an acquiring person;
            (2)  executive officers or directors who are also
        officers (including executive officers); or
            (3)  employee stock plans in which employee participants
        do not have, under the terms of the plan, the right to direct
        confidentially the manner in which shares held by the plan
        for the benefit of the employee will be voted in connection
        with the consideration of the voting rights to be accorded
        control shares.
     The term does not include existing shares beneficially owned by
     executive officers or directors who are also officers (including
     executive officers) if the shares are shares described in
     paragraph (2) of the definition of "existing shares" that were
     beneficially owned continuously by the same person or entity
     described in such paragraph since January 1, 1988, or are shares
     described in paragraph (3) of that definition that were acquired
     with respect to such existing shares.
        "Control."  The term shall have the meaning specified in
     section 2573 (relating to definitions).
        "Control-share acquisition."  An acquisition, directly or
     indirectly, by any person of voting power over voting shares of
     a corporation that, but for this subchapter, would, when added
     to all voting power of the person over other voting shares of
     the corporation (exclusive of voting power of the person with
     respect to existing shares of the corporation), entitle the
     person to cast or direct the casting of such a percentage of the
     votes for the first time with respect to any of the following
     ranges that all shareholders would be entitled to cast in an
     election of directors of the corporation:
            (1)  at least 20% but less than 33 1/3%;
            (2)  at least 33 1/3% but less than 50%; or
            (3)  50% or more.
        "Control shares."  Those voting shares of a corporation that,
     upon acquisition of voting power over such shares by an
     acquiring person, would result in a control-share acquisition.
     Voting shares beneficially owned by an acquiring person shall
     also be deemed to be control shares where such beneficial
     ownership was acquired by the acquiring person:
            (1)  within 180 days of the day the person makes a
        control-share acquisition; or
            (2)  with the intention of making a control-share
        acquisition.
        "Disinterested shares."  All voting shares of a corporation
     that are not affiliate shares and that were beneficially owned
     by the same holder (or a direct or indirect transferee from the
     holder to the extent such shares were acquired by the transferee
     solely pursuant to a transfer or series of transfers under
     section 2561(b)(5)(i) through (vi) (relating to application and
     effect of subchapter)) continuously during the period from:
            (1)  the last to occur of the following dates:
                (i)  12 months preceding the record date described in
            paragraph (2);
                (ii)  five business days prior to the date on which
            there is first publicly disclosed or caused to be
            disclosed information that there is a person (including
            the acquiring person) who intends to engage or may seek
            to engage in a control-share acquisition or that there is
            a person (including the acquiring person) who has
            acquired shares as part of, or with the intent of making,
            a control-share acquisition, as determined by the board
            of directors of the corporation in good faith considering
            all the evidence that the board deems to be relevant to
            such determination, including, without limitation, media
            reports, share trading volume and changes in share
            prices; or
                (iii)  (A)  October 17, 1989, in the case of a
                corporation which was a registered corporation on
                that date; or
                    (B)  in any other case, the date this subchapter
                becomes applicable to the corporation; through
            (2)  the record date established pursuant to section
        2565(c) (relating to notice and record date).
        "Executive officer."  When used with reference to a
     corporation, the president, any vice-president in charge of a
     principal business unit, division or function (such as sales,
     administration or finance), any other officer who performs a
     policymaking function or any other person who performs similar
     policymaking functions. Executive officers of subsidiaries shall
     be deemed executive officers of the corporation if they perform
     such policymaking functions for the corporation.
        "Existing shares."
            (1)  Voting shares which have been beneficially owned
        continuously by the same natural person since January 1,
        1988.
            (2)  Voting shares which are beneficially owned by any
        natural person or trust, estate, foundation or other similar
        entity to the extent the voting shares were acquired solely
        by gift, inheritance, bequest, devise or other testamentary
        distribution or series of these transactions, directly or
        indirectly, from a natural person who had beneficially owned
        the voting shares prior to January 1, 1988.
            (3)  Voting shares which were acquired pursuant to a
        stock split, stock dividend, or other similar distribution
        described in section 2561(c) (relating to effect of
        distributions) with respect to existing shares that have been
        beneficially owned continuously since their issuance by the
        corporation by the natural person or entity that acquired
        them from the corporation or that were acquired, directly or
        indirectly, from such natural person or entity, solely
        pursuant to a transaction or series of transactions described
        in paragraph (2), and that are held at such time by a natural
        person or entity described in paragraph (2).
        "Proxy."  Includes any proxy, consent or authorization.
        "Proxy solicitation" or "solicitation of proxies."  Includes
     any solicitation of a proxy, including a solicitation of a
     revocable proxy of the nature and under the circumstances
     described in section 2563(b)(3) (relating to acquiring person
     safe harbor).
        "Publicly disclosed or caused to be disclosed."  Includes,
     but is not limited to, any disclosure (whether or not required
     by law) that becomes public made by a person:
            (1)  with the intent or expectation that such disclosure
        become public; or
            (2)  to another where the disclosing person knows, or
        reasonably should have known, that the receiving person was
        not under an obligation to refrain from making such
        disclosure, directly or indirectly, to the public and such
        receiving person does make such disclosure, directly or
        indirectly, to the public.
        "Voting shares."  The term shall have the meaning specified
     in section 2552 (relating to definitions).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 amended par. (2) of the def. of
     "disinterested shares" and the def. of "proxy solicitation" or
     "solicitation of proxies" and deleted the def. of "Exchange
     Act."
        Cross References.  Section 2562 is referred to in sections
     2543, 2561, 2573, 2581 of this title.