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<section article="gca" article_name="Corporations and Associations" number="3-801" title_number="3" title_name="Corporations in General -- Extraordinary Actions" subtitle_number="8" subtitle_name="Corporations and Real Estate Investment Trusts -- Unsolicited Takeovers">
  <level label="a">
    <text>In this subtitle the following words have the meanings indicated.</text>
  </level>
  <level label="b">
    <text>“Acquiring person” means a person who is seeking to acquire control of a corporation.</text>
  </level>
  <level label="c">
    <text>“Act” includes an omission or failure to act.</text>
  </level>
  <level label="d">
    <text>“Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person.</text>
  </level>
  <level label="e">
    <text>“Associate”, when used to indicate a relationship with any person, means:</text>
    <level label="1">
      <text>Any corporation or organization (other than the corporation or a subsidiary of the corporation) of which such person is an officer, director, or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities;</text>
    </level>
    <level label="2">
      <text>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</text>
    </level>
    <level label="3">
      <text>Any relative or spouse of such person, or any relative of such spouse, who has the same principal residence as such person or who is a director or officer of the corporation or any of its affiliates.</text>
    </level>
  </level>
  <level label="f">
    <text>“Beneficial owner”, when used with respect to any stock, means a person:</text>
    <level label="1">
      <text>That, individually or with any of its affiliates or associates, beneficially owns stock, directly or indirectly; or</text>
    </level>
    <level label="2">
      <text>That, individually or with any of its affiliates or associates, has:</text>
      <level label="i">
        <text>The right to acquire stock (whether such 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; or</text>
      </level>
      <level label="ii">
        <text>The right to vote stock pursuant to any agreement, arrangement, or understanding; or</text>
      </level>
    </level>
    <level label="3">
      <text>That has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such shares of stock.</text>
    </level>
  </level>
  <level label="g">
    <text>“Charter” includes the declaration of trust of a real estate investment trust.</text>
  </level>
  <level label="h">
    <text>“Control”, including the terms “controlling”, “controlled by”, and “under common control with”, means 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 securities, by contract, or otherwise, and the beneficial ownership of 10 percent or more of the votes entitled to be cast by a corporation’s stock creates a presumption of control.</text>
  </level>
  <level label="i">
    <text>“Corporation” includes a real estate investment trust as defined in Title 8 of this article.</text>
  </level>
  <level label="j">
    <text>“Director” includes a trustee of a real estate investment trust.</text>
  </level>
  <level label="k">
    <text>“Equity security” means:</text>
    <level label="1">
      <text>Any stock or similar security, certificate of interest, or participation in any profit sharing agreement, voting trust certificate, or certificate of deposit for an equity security;</text>
    </level>
    <level label="2">
      <text>Any security convertible, with or without consideration, into an equity security, or any warrant or other security carrying any right to subscribe to or purchase an equity security; or</text>
    </level>
    <level label="3">
      <text>Any put, call, straddle, or other option or privilege of buying an equity security from or selling an equity security to another without being bound to do so.</text>
    </level>
  </level>
  <level label="l">
    <text>“Real estate investment trust” has the meaning stated in Title 8 of this article.</text>
  </level>
  <level label="m">
    <text>“Stockholder” includes a shareholder of a real estate investment trust.</text>
  </level>
  <level label="n">
    <text>“Subsidiary” means any corporation of which stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the corporation.</text>
  </level>
</section>
