23-1-43-22. Election Not to Be Covered by This Chapter; Application of Chapter
Sec. 22. This chapter does not apply to any business combination of a resident domestic corporation: (1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this chapter; (2) that, before the earlier of: (A) September 1, 1987; or (B) thirty (30) days after the date specified […]
23-1-43-23. Inadvertent Interested Shareholder; Application of Chapter
Sec. 23. This chapter does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder: (1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the corporation so that […]
23-1-43-24. Interested Shareholder on January 7, 1986; Application of Chapter
Sec. 24. This chapter does not apply to any business combination with an interested shareholder who was an interested shareholder on January 7, 1986. As added by P.L.149-1986, SEC.27.
23-1-43-13. “Resident Domestic Corporation” Defined
Sec. 13. (a) As used in this chapter, “resident domestic corporation” means a corporation that has one hundred (100) or more shareholders. (b) A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to this chapter. As […]
23-1-43-14. “Share” Defined
Sec. 14. As used in this chapter, “share” means: (1) any share or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and (2) any security convertible, with or without consideration, into shares, or any warrant, call, or other […]
23-1-44-1. “Corporation”
Sec. 1. As used in this chapter, “corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. As added by P.L.149-1986, SEC.28.
23-1-43-15. “Share Acquisition Date” Defined
Sec. 15. As used in this chapter, “share acquisition date”, with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation. As added by P.L.149-1986, SEC.27.
23-1-44-2. “Dissenter”
Sec. 2. As used in this chapter, “dissenter” means a shareholder who is entitled to dissent from corporate action under section 8 of this chapter and who exercises that right when and in the manner required by sections 10 through 18 of this chapter. As added by P.L.149-1986, SEC.28.
23-1-43-16. “Subsidiary” Defined
Sec. 16. As used in this chapter, “subsidiary” of any resident domestic corporation means any other corporation of which a majority of the outstanding voting shares entitled to be cast are owned (directly or indirectly) by the resident domestic corporation. As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.123.
23-1-44-3. “Fair Value”
Sec. 3. As used in this chapter, “fair value”, with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. As added by P.L.149-1986, SEC.28.