2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2573 - Definitions.

     § 2573.  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:
        "Beneficial owner."  The term shall have the meaning
     specified in section 2552 (relating to definitions).
        "Control."  The power, whether or not exercised, to direct or
     cause the direction of the management and policies of a person,
     whether through the ownership of voting shares, by contract or
     otherwise.
        "Controlling person or group."
            (1)  (i)  A person or group who has acquired, offered to
            acquire or, directly or indirectly, publicly disclosed or
            caused to be disclosed (other than for the purpose of
            circumventing the intent of this subchapter) the
            intention of acquiring voting power over voting shares of
            a registered corporation that would entitle the holder
            thereof to cast at least 20% of the votes that all
            shareholders would be entitled to cast in an election of
            directors of the corporation; or
                (ii)  a person or group who has otherwise, directly
            or indirectly, publicly disclosed or caused to be
            disclosed (other than for the purpose of circumventing
            the intent of this subchapter) that it may seek to
            acquire control of a corporation through any means.
            (2)  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 equity
        securities of a corporation shall be deemed a group for
        purposes of this subchapter. Notwithstanding any other
        provision of this subchapter to the contrary and regardless
        of whether a group has been deemed to acquire beneficial
        ownership of an equity security under this subchapter, each
        person who participates in a group, where such group is a
        controlling person or group as defined in this subchapter,
        shall also be deemed to be a controlling person or group for
        the purposes of this subchapter, and a direct or indirect
        transferee solely pursuant to a transfer or series of
        transfers under section 2571(b)(5)(ii) through (vi) (relating
        to application and effect of subchapter) of an equity
        security acquired from any person or group that is or becomes
        a controlling person or group, shall be deemed, with respect
        to such equity security, to be acting in concert with the
        controlling person or group, and shall be deemed to have
        acquired such equity security in the same transaction (at the
        same time, in the same manner and from the same person) as
        its acquisition by the controlling person or group.
        "Equity security."  Any security, including all shares, stock
     or similar security, and any security convertible into (with or
     without additional consideration) or exercisable for any such
     shares, stock or similar security, or carrying any warrant,
     right or option to subscribe to or purchase such shares, stock
     or similar security or any such warrant, right, option or
     similar instrument.
        "Profit."  The positive value, if any, of the difference
     between:
            (1)  the consideration received from the disposition of
        equity securities less only the usual and customary broker's
        commissions actually paid in connection with such
        disposition; and
            (2)  the consideration actually paid for the acquisition
        of such equity securities plus only the usual and customary
        broker's commissions actually paid in connection with such
        acquisition.
        "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 2574(b)(3) (relating to controlling person
     or group safe harbor).
        "Publicly disclosed or caused to be disclosed."  The term
     shall have the meaning specified in section 2562 (relating to
     definitions).
        "Transfer."  Acquisition or disposition.
        "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.; Dec. 18, 1992,
     P.L.1333, No.169, eff. 60 days)

        1992 Amendment.  Act 169 deleted the def. of "Exchange Act."
        1990 Amendment.  Act 198 amended the def. of "proxy
     solicitation" or "solicitation of proxies."
        Cross References.  Section 2573 is referred to in sections
     2562, 2574, 2576 of this title.