2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 25 - Registered Corporations
2552 - Definitions.

     § 2552.  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:
        "Affiliate."  A person that directly, or indirectly through
     one or more intermediaries, controls, or is controlled by, or is
     under common control with, a specified person.
        "Announcement date."  When used in reference to any business
     combination, the date of the first public announcement of the
     final, definitive proposal for such business combination.
        "Associate."  When used to indicate a relationship with any
     person:
            (1)  any corporation or organization of which such person
        is an officer, director or partner or is, directly or
        indirectly, the beneficial owner of shares entitling that
        person to cast at least 10% of the votes that all
        shareholders would be entitled to cast in an election of
        directors of the corporation or organization;
            (2)  any trust or other estate in which such person has a
        substantial beneficial interest or as to which such person
        serves as trustee or in a similar fiduciary capacity; and
            (3)  any relative or spouse of such person, or any
        relative of the spouse, who has the same home as such person.
        "Beneficial owner."  When used with respect to any shares, a
     person:
            (1)  that, individually or with or through any of its
        affiliates or associates, beneficially owns such shares,
        directly or indirectly;
            (2)  that, individually or with or through any of its
        affiliates or associates, has:
                (i)  the right to acquire such shares (whether the
            right is exercisable immediately or only after the
            passage of time), pursuant to any agreement, arrangement
            or understanding (whether or not in writing), or upon the
            exercise of conversion rights, exchange rights, warrants
            or options, or otherwise, except that a person shall not
            be deemed the beneficial owner of shares tendered
            pursuant to a tender or exchange offer made by such
            person or the affiliates or associates of any such person
            until the tendered shares are accepted for purchase or
            exchange; or
                (ii)  the right to vote such shares pursuant to any
            agreement, arrangement or understanding (whether or not
            in writing), except that a person shall not be deemed the
            beneficial owner of any shares under this subparagraph if
            the agreement, arrangement or understanding to vote such
            shares:
                    (A)  arises solely from a revocable proxy or
                consent given in response to a proxy or consent
                solicitation made in accordance with the applicable
                rules and regulations under the Exchange Act; and
                    (B)  is not then reportable on a Schedule 13D
                under the Exchange Act, (or any comparable or
                successor report); or
            (3)  that has any agreement, arrangement or understanding
        (whether or not in writing), for the purpose of acquiring,
        holding, voting (except voting pursuant to a revocable proxy
        or consent as described in paragraph (2)(ii)), or disposing
        of such shares with any other person that beneficially owns,
        or whose affiliates or associates beneficially own, directly
        or indirectly, such shares.
        "Business combination."  A business combination as defined in
     section 2554 (relating to business combination).
        "Common shares."  Any shares other than preferred shares.
        "Consummation date."  With respect to any business
     combination, the date of consummation of the business
     combination, or, in the case of a business combination as to
     which a shareholder vote is taken, the later of the business day
     prior to the vote or 20 days prior to the date of consummation
     of such business combination.
        "Control," "controlling," "controlled by" or "under common
     control with."  The possession, directly or indirectly, of the
     power 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. A person's beneficial
     ownership of shares entitling that person to cast at least 10%
     of the votes that all shareholders would be entitled to cast in
     an election of directors of the corporation shall create a
     presumption that such person has control of the corporation.
     Notwithstanding the foregoing, a person shall not be deemed to
     have control of a corporation if such person holds voting
     shares, in good faith and not for the purpose of circumventing
     this subchapter, as an agent, bank, broker, nominee, custodian
     or trustee for one or more beneficial owners who do not
     individually or as a group have control of the corporation.
        "Interested shareholder."  An interested shareholder as
     defined in section 2553 (relating to interested shareholder).
        "Market value."  When used in reference to shares or property
     of any corporation:
            (1)  In the case of shares, the highest closing sale
        price during the 30-day period immediately preceding the date
        in question of the share on the composite tape for New York
        Stock Exchange-listed shares, or, if the shares are not
        quoted on the composite tape or if the shares are not listed
        on the exchange, on the principal United States securities
        exchange registered under the Exchange Act, on which such
        shares are listed, or, if the shares are not listed on any
        such exchange, the highest closing bid quotation with respect
        to the share during the 30-day period preceding the date in
        question on the National Association of Securities Dealers,
        Inc., Automated Quotations System or any system then in use,
        or if no quotations are available, the fair market value on
        the date in question of the share as determined by the board
        of directors of the corporation in good faith.
            (2)  In the case of property other than cash or shares,
        the fair market value of the property on the date in question
        as determined by the board of directors of the corporation in
        good faith.
        "Preferred shares."  Any class or series of shares of a
     corporation which, under the bylaws or articles of the
     corporation, is entitled to receive payment of dividends prior
     to any payment of dividends on some other class or series of
     shares, or is entitled in the event of any voluntary
     liquidation, dissolution or winding up of the corporation to
     receive payment or distribution of a preferential amount before
     any payments or distributions are received by some other class
     or series of shares.
        "Share acquisition date."  With respect to any person and any
     registered corporation, the date that such person first becomes
     an interested shareholder of such corporation.
        "Shares."
            (1)  Any shares or similar security, any certificate of
        interest, any participation in any profit-sharing agreement,
        any voting trust certificate, or any certificate of deposit
        for shares.
            (2)  Any security convertible, with or without
        consideration, into shares, or any option right, conversion
        right or privilege of buying shares without being bound to do
        so, or any other security carrying any right to acquire,
        subscribe to or purchase shares.
        "Subsidiary."  Any corporation as to which any other
     corporation is the beneficial owner, directly or indirectly, of
     shares of the first corporation that would entitle the other
     corporation to cast in excess of 50% of the votes that all
     shareholders would be entitled to cast in the election of
     directors of the first corporation.
        "Voting shares."  Shares of a corporation entitled to vote
     generally in the election of directors.
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.)

        1990 Amendment.  Act 198 deleted the def. of "Exchange Act."
        Cross References.  Section 2552 is referred to in sections
     515, 1510, 1715, 1914, 2542, 2543, 2553, 2562, 2571, 2573, 2581,
     2586, 5104, 5510, 5715 of this title.