Section 450.1776 - Definitions; A, B.
BUSINESS CORPORATION ACT (EXCERPT)
Act 284 of 1972
450.1776 Definitions; A, B.
Sec. 776.
(1) “Affiliate” or “affiliated person” means a person who directly, or indirectly through 1 or more intermediaries, controls, is controlled by, or is under common control with a specified person.
(2) “Announcement date” means the first general public announcement or the first communication generally to shareholders of the corporation, whichever is earlier, of the proposal or intention to make a proposal concerning a business combination.
(3) “Associate”, when used to indicate a relationship with any person, means any 1 of the following:
(a) Any corporation or organization, other than the corporation or a subsidiary of the corporation, in which the person is an officer, director, or partner, or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities.
(b) Any trust or other estate in which the person has a beneficial interest of 10% or more or as to which the person serves as trustee or in a similar fiduciary capacity in connection with the trust or estate.
(c) Any relative or spouse of the person, or any relative of the spouse, who has the same home as the person or who is a director or officer of the corporation or any of its affiliates.
(4) “Beneficial owner”, when used with respect to any voting stock, means a person who:
(a) Individually or with any of its affiliates or associates, beneficially owns voting stock, directly or indirectly.
(b) Individually or with any of its affiliates or associates, has any 1 of the following:
(i) The right to acquire voting shares, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. A person shall not be considered the beneficial owner of voting shares which are tendered pursuant to a tender or exchange offer made by the person, or an affiliate or associate of the person, until the tendered voting shares are accepted for purchase or exchange.
(ii) The right to vote voting shares pursuant to any agreement, arrangement, or understanding. A person shall not be considered the beneficial owner of voting shares if the person's right to vote the shares pursuant to this subparagraph arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation to 10 or more persons.
(iii) Except as provided in subparagraph (ii), any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of voting shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the voting shares.
(5) “Business combination” means any 1 or more of the following:
(a) Any merger, consolidation, or share exchange of the corporation or any subsidiary which alters the contract rights of the shares as expressly set forth in the articles of incorporation or which changes or converts, in whole or in part, the outstanding shares of the corporation with either:
(i) Any interested shareholder.
(ii) Any other corporation, whether or not itself an interested shareholder, which is, or after the merger, consolidation, or share exchange would be, an affiliate of an interested shareholder that was an interested shareholder prior to the transaction.
(b) Any sale, lease, transfer, or other disposition, except in the usual and regular course of business, in 1 transaction or a series of transactions in any 12-month period, to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, of any assets of the corporation or any subsidiary having, measured at the time the transaction or transactions are approved by the board of directors of the corporation, an aggregate book value as of the end of the corporation's most recently ended fiscal quarter of 10% or more of its net worth.
(c) The issuance or transfer by the corporation, or any subsidiary, in 1 transaction or a series of transactions, of any equity securities of the corporation or any subsidiary which have an aggregate market value of 5% or more of the total market value of the outstanding shares of the corporation to any interested shareholder or any affiliate of any interested shareholder, other than the corporation or any of its subsidiaries, except pursuant to the exercise of warrants or rights to purchase securities offered pro rata to all holders of the corporation's voting shares or any other method affording substantially proportionate treatment to the holders of voting shares.
(d) The adoption of any plan or proposal for the liquidation or dissolution of the corporation in which anything other than cash will be received by an interested shareholder or any affiliate of any interested shareholder.
(e) Any reclassification of securities, including any reverse stock split, or recapitalization of the corporation, or any merger, consolidation, or share exchange of the corporation with any of its subsidiaries which has the effect, directly or indirectly, in 1 transaction or a series of transactions, of increasing by 5% or more of the total number of outstanding shares, the proportionate amount of the outstanding shares of any class of equity securities of the corporation or any subsidiary which is directly or indirectly owned by any interested shareholder or any affiliate of any interested shareholder.
History: Add. 1984, Act 115, Imd. Eff. May 29, 1984 ;-- Am. 1989, Act 31, Imd. Eff. May 24, 1989