Ohio § 1701.01

§ 1701.01.

As used in sections 1701.01 to 1701.98 of the Revised Code , unless the context otherwise requires: (A) “ Corporation ” or “ domestic corporation ” means a corporation for profit formed under the laws of this state. (B) “ Foreign corporation ” means a corporation for profit formed under the laws of another state, and “ foreign entity ” means an entity formed under the laws of another state. (C) “ State ” means the United States;  any state, territory, insular possession, or other political

subdivision of the United States, including the District of Columbia;  any foreign

country or nation;  and any province, territory, or other political subdivision of

such foreign country or nation. (D) “ Articles ” includes original articles of incorporation, certificates of reorganization, amended

articles, and amendments to any of these, and, in the case of a corporation created

before September 1, 1851, the special charter and any amendments to it made by special

act of the general assembly or pursuant to general law. (E) “ Incorporator ” means a person who signed the original articles of incorporation. (F) “ Shareholder ” means a person whose name appears on the books of the corporation as the owner of

shares of the corporation.  Unless the articles, the regulations adopted by the shareholders, the regulations

adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code , or the contract of subscription otherwise provides, “ shareholder ” includes a subscriber to shares, whether the subscription is received by the incorporators

or pursuant to authorization by the directors, and such shares shall be deemed to

be outstanding shares. (G) “ Person ” includes, without limitation, a natural person, a corporation, whether nonprofit

or for profit, a partnership, a limited liability company, an unincorporated society

or association, and two or more persons having a joint or common interest. (H) The location of the “ principal office ” of a corporation is the place named as the principal office in its articles. (I) The “ express terms ” of shares of a class are the statements expressed in the articles with respect to

such shares. (J) Shares of a class are “ junior ” to shares of another class when any of their dividend or distribution rights are

subordinate to, or dependent or contingent upon, any right of, or dividend on, or

distribution to, shares of such other class. (K) “ Treasury shares ” means shares belonging to the corporation and not retired that have been either

issued and thereafter acquired by the corporation or paid as a dividend or distribution

in shares of the corporation on treasury shares of the same class;  such shares shall

be deemed to be issued, but they shall not be considered as an asset or a liability

of the corporation, or as outstanding for dividend or distribution, quorum, voting,

or other purposes, except, when authorized by the directors, for dividends or distributions

in authorized but unissued shares of the corporation of the same class. (L) To “ retire ” a share means to restore it to the status of an authorized but unissued share. (M) “ Redemption price of shares ” means the amount required by the articles to be paid on redemption of shares. (N) “ Liquidation price ” means the amount or portion of assets required by the articles to be distributed

to the holders of shares of any class upon dissolution, liquidation, merger, or consolidation

of the corporation, or upon sale of all or substantially all of its assets. (O) “ Insolvent ” means that the corporation is unable to pay its obligations as they become due in

the usual course of its affairs. (P) “ Parent corporation ” or “ parent ” means a domestic or foreign corporation that owns and holds of record shares of

another corporation, domestic or foreign, entitling the holder of the shares at the

time to exercise a majority of the voting power in the election of the directors of

the other corporation without regard to voting power that may thereafter exist upon

a default, failure, or other contingency;  “ subsidiary corporation ” or “ subsidiary ” means a domestic or foreign corporation of which another corporation, domestic or

foreign, is the parent. (Q) “ Combination ” means a transaction, other than a merger or consolidation, wherein either of the

following applies: (1) Voting shares of a domestic corporation are issued or transferred in consideration

in whole or in part for the transfer to itself or to one or more of its subsidiaries,

domestic or foreign, of all or substantially all the assets of one or more corporations,

domestic or foreign, with or without good will or the assumption of liabilities; (2) Voting shares of a foreign parent corporation are issued or transferred in consideration

in whole or in part for the transfer of such assets to one or more of its domestic

subsidiaries. “ Transferee corporation ” in a combination means the corporation, domestic or foreign, to which the assets

are transferred, and “ transferor corporation ” in a combination means the corporation, domestic or foreign, transferring such assets

and to which, or to the shareholders of which, the voting shares of the domestic or

foreign corporation are issued or transferred. (R) “ Majority share acquisition ” means the acquisition of shares of a corporation, domestic or foreign, entitling

the holder of the shares to exercise a majority of the voting power in the election

of directors of such corporation without regard to voting power that may thereafter

exist upon a default, failure, or other contingency, by either of the following: (1) A domestic corporation in consideration in whole or in part, for the issuance or

transfer of its voting shares; (2) A domestic or foreign subsidiary in consideration in whole or in part for the issuance

or transfer of voting shares of its domestic parent. (S) “ Acquiring corporation ” in a combination means the domestic corporation whose voting shares are issued or

transferred by it or its subsidiary or subsidiaries to the transferor corporation

or corporations or the shareholders of the transferor corporation or corporations;

 and “ acquiring corporation ” in a majority share acquisition means the domestic corporation whose voting shares

are issued or transferred by it or its subsidiary in consideration for shares of a

domestic or foreign corporation entitling the holder of the shares to exercise a majority

of the voting power in the election of directors of such corporation. (T) When used in connection with a combination or a majority share acquisition, “ voting shares ” means shares of a corporation, domestic or foreign, entitling the holder of the

shares to vote at the time in the election of directors of such corporation without

regard to voting power which may thereafter exist upon a default, failure, or other

contingency. (U) “ An emergency ” exists when the governor, or any other person lawfully exercising the power and

discharging the duties of the office of governor, proclaims that an attack on the

United States or any nuclear, atomic, or other disaster has caused an emergency for

corporations, and such an emergency shall continue until terminated by proclamation

of the governor or any other person lawfully exercising the powers and discharging

the duties of the office of governor. (V) “ Constituent corporation ” means an existing corporation merging into or into which is being merged one or

more other entities in a merger or an existing corporation being consolidated with

one or more other entities into a new entity in a consolidation, whether any of the

entities is domestic or foreign, and “ constituent entity ” means any entity merging into or into which is being merged one or more other entities

in a merger, or an existing entity being consolidated with one or more other entities

into a new entity in a consolidation, whether any of the entities is domestic or foreign. (W) “ Surviving corporation ” means the constituent domestic or foreign corporation that is specified as the corporation

into which one or more other constituent entities are to be or have been merged, and

“ surviving entity ” means the constituent domestic or foreign entity that is specified as the entity

into which one or more other constituent entities are to be or have been merged. (X) “ Close corporation agreement ” means an agreement that satisfies the three requirements of division (A) of section 1701.591 of the Revised Code . (Y) “ Issuing public corporation ” means a domestic corporation with fifty or more shareholders that has its principal

place of business, its principal executive offices, assets having substantial value,

or a substantial percentage of its assets within this state, and as to which no valid

close corporation agreement exists under division (H) of section 1701.591 of the Revised Code . (Z)(1) “ Control share acquisition ” means the acquisition, directly or indirectly, by any person of shares of an issuing

public corporation that, when added to all other shares of the issuing public corporation

in respect of which the person may exercise or direct the exercise of voting power

as provided in this division, would entitle the person, immediately after the acquisition,

directly or indirectly, alone or with others, to exercise or direct the exercise of

the voting power of the issuing public corporation in the election of directors within

any of the following ranges of such voting power: (a) One-fifth or more but less than one-third of such voting power; (b) One-third or more but less than a majority of such voting power; (c) A majority or more of such voting power. A bank, broker, nominee, trustee, or other person that acquires shares in the ordinary

course of business for the benefit of others in good faith and not for the purpose

of circumventing section 1701.831 of the Revised Code shall, however, be deemed to have voting power only of shares in respect of which

such person would be able, without further instructions from others, to exercise or

direct the exercise of votes on a proposed control share acquisition at a meeting

of shareholders called under section 1701.831 of the Revised Code . (2) The acquisition by any person of any shares of an issuing public corporation does

not constitute a control share acquisition for the purpose of section 1701.831 of the Revised Code if the acquisition was or is consummated in, results from, or is the consequence

of any of the following circumstances: (a) Prior to November 19, 1982; (b) Pursuant to a contract existing prior to November 19, 1982; (c) By bequest or inheritance, by operation of law upon the death of an individual, or

by any other transfer without valuable consideration, including a gift, that is made

in good faith and not for the purpose of circumventing section 1701.831 of the Revised Code ; (d) Pursuant to the satisfaction of a pledge or other security interest created in good

faith and not for the purpose of circumventing section 1701.831 of the Revised Code ; (e) Pursuant to a merger or consolidation adopted, or a combination or majority share

acquisition authorized, by vote of the shareholders of the issuing public corporation

in compliance with section 1701.78 , 1701.781 , 1701.79 , 1701.791 , or 1701.83 of the Revised Code , or pursuant to a merger adopted in compliance with section 1701.802 of the Revised Code ; (f) The person's being entitled, immediately thereafter, to exercise or direct the exercise

of voting power of the issuing public corporation in the election of directors within

the same range theretofore attained by that person either in compliance with the provisions

of section 1701.831 of the Revised Code or as a result solely of the issuing public corporation's purchase of shares issued

by it; (g) The person's being engaged in business as an underwriter of securities who acquires

the shares directly from the issuing public corporation or an affiliate or associate

of the issuing public corporation through its participation in good faith in a firm

commitment underwriting registered under the “Securities Act of 1933,” 15 U.S.C. 77a et seq., and not for the purpose of circumventing section 1701.831 of the Revised Code . The acquisition by any person of shares of an issuing public corporation in a manner

described under division (Z)(2) of this section shall be deemed a control share acquisition

authorized pursuant to section 1701.831 of the Revised Code within the range of voting power under division (Z)(1)(a), (b), or (c) of this section

that such person is entitled to exercise after the acquisition, provided, in the case

of an acquisition in a manner described under division (Z)(2)(c) or (d) of this section,

the transferor of shares to such person had previously obtained any authorization

of shareholders required under section 1701.831 of the Revised Code in connection with the transferor's acquisition of shares of the issuing public corporation. (3) The acquisition of shares of an issuing public corporation in good faith and not

for the purpose of circumventing section 1701.831 of the Revised Code from any person whose control share acquisition previously had been authorized by

shareholders in compliance with section 1701.831 of the Revised Code , or from any person whose previous acquisition of shares of an issuing public corporation

would have constituted a control share acquisition but for division (Z)(2) or (3)

of this section, does not constitute a control share acquisition for the purpose of section 1701.831 of the Revised Code unless such acquisition entitles the person making the acquisition, directly or indirectly,

alone or with others, to exercise or direct the exercise of voting power of the corporation

in the election of directors in excess of the range of voting power authorized pursuant

to section 1701.831 of the Revised Code , or deemed to be so authorized under division (Z)(2) of this section. (AA) “ Acquiring person ” means any person who has delivered an acquiring person statement to an issuing public

corporation pursuant to section 1701.831 of the Revised Code . (BB) “ Acquiring person statement ” means a written statement that complies with division (B) of section 1701.831 of the Revised Code . (CC)(1) “ Interested shares ” means the shares of an issuing public corporation in respect of which any of the

following persons may exercise or direct the exercise of the voting power of the corporation

in the election of directors: (a) An acquiring person; (b) Any officer of the issuing public corporation elected or appointed by the directors

of the issuing public corporation; (c) Any employee of the issuing public corporation who is also a director of such corporation; (d) Any person that acquires such shares for valuable consideration during the period

beginning with the date of the first public disclosure of a proposal for, or expression

of interest in, a control share acquisition of the issuing public corporation;  a

transaction pursuant to section 1701.76 , 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.83 , or 1701.86 of the Revised Code that involves the issuing public corporation or its assets;  or any action that would

directly or indirectly result in a change in control of the issuing public corporation

or its assets, and ending on the record date established by the directors pursuant

to section 1701.45 and division (D) of section 1701.831 of the Revised Code , if either of the following applies: (i) The aggregate consideration paid or given by the person who acquired the shares,

and any other persons acting in concert with the person, for all such shares exceeds

two hundred fifty thousand dollars; (ii) The number of shares acquired by the person who acquired the shares, and any other

persons acting in concert with the person, exceeds one-half of one per cent of the

outstanding shares of the corporation entitled to vote in the election of directors. (e) Any person that transfers such shares for valuable consideration after the record

date described in division (CC)(1)(d) of this section as to shares so transferred,

if accompanied by the voting power in the form of a blank proxy, an agreement to vote

as instructed by the transferee, or otherwise. (2) If any part of this division is held to be illegal or invalid in application, the

illegality or invalidity does not affect any legal and valid application thereof or

any other provision or application of this division or section 1701.831 of the Revised Code that can be given effect without the invalid or illegal provision, and the parts

and applications of this division are severable. (DD) “Certificated security” and “uncertificated security” have the same meanings as in section 1308.01 of the Revised Code . (EE) “ Entity ” means any of the following: (1) A for profit corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United

States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited

partnership; (e) A limited liability company; (f) A nonprofit corporation. (FF) “ Benefit corporation ” means a corporation that sets forth in its articles of incorporation one or more

beneficial purposes among the purposes for which the corporation is formed. (GG) “ Beneficial purpose ” means seeking to have a bona fide positive effect or to reduce one or more bona

fide negative effects of an artistic, charitable, cultural, economic, educational,

environmental, literary, medical, religious, scientific, or technological nature for

the benefit of persons, entities, communities, or interests other than shareholders

in their capacity as shareholders.