Guam § 281301 - Definitions. In this Article:

§ 281301. Definitions. In this Article:

(a) “Affiliate” means a person that directly or indirectly through one or

more intermediaries controls, is controlled by, or is under common control

with another person or is a senior executive thereof. For purposes of §

281302 (b)(4), a person is deemed to be an affiliate of its senior executives.

(b) “Beneficial shareholder” means a person who is the beneficial

owner of shares held in a voting trust or by a nominee on the beneficial

owner’s behalf.

(c) “Corporation” means the issuer of the shares held by a shareholder

demanding appraisal and, for matters covered in sections 281306-281312,

includes the surviving entity in a merger.

(d) “Fair value” means the value of the corporation’s shares determined:

(1) immediately before the effectuation of the corporate action to

which the shareholder objects excluding any appreciation or

depreciation in anticipation of the corporate action objected to;

(2) using customary and current valuation concepts and techniques

generally employed for similar businesses in the context of the

transaction requiring appraisal; and

(3) without discounting for lack of marketability or minority status

except, if appropriate, for amendments to the articles pursuant to §

281302 (a)(5).

(e) “Interest” means interest from the effective date of the corporate

action until the date of payment, at the rate of interest on judgments in Guam

on the effective date of the corporate action.

(f) “Preferred shares” means a class or series of shares whose holders

have preference over any other class or series with respect to distributions.

(g) “Record shareholder” means the person in whose name shares are

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registered in the records of the corporation or the beneficial owner of shares

to the extent of the rights granted by a nominee certificate on file with the

corporation.

(h) “Senior executive” means the chief executive officer, chief

operating officer, chief financial officer, and anyone in charge of a principal

business unit or function.

(i) “Shareholder” means both a record shareholder and a beneficial

shareholder.