ORS 60.801: Definitions for ORS 60.801 to 60.816.

As used in ORS 60.801 to 60.816: (1) “Acquiring group” means two or more persons who agree to act together or enter into any arrangement or understanding for the purpose of voting or acquiring voting shares of an issuing public corporation, but does not include two or more persons whose sole agreement relates to the granting of an immediately revocable proxy. (2) “Acquiring person” means a person who acquires or proposes to acquire ownership of, or the power to direct the voting of, voting shares of an issuing public corporation and includes all affiliates of such person. (3)(a) “Affiliate” means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person. As used in this subsection, “control,” including the terms “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 shares, by contract or otherwise. A person who is the owner of 10 percent or more of a corporation’s outstanding voting shares shall be presumed to have control of the corporation in the absence of proof by a preponderance of the evidence to the contrary. (b) Notwithstanding paragraph (a) of this subsection, a presumption of control shall not apply where a person holds voting shares in good faith and not for the purpose of circumventing ORS 60.801 to 60.816 as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of the corporation. (4)(a) “Control share acquisition” means the acquisition, directly or indirectly, by any acquiring person, including a member of an acquiring group, of ownership of, or the power to direct the voting of, voting shares of an issuing public corporation in a transaction that causes the total voting power of the acquiring person or any acquiring group of which the acquiring person is a member in the election of directors of the issuing public corporation to exceed one-fifth, one-third or one-half of the total voting power of all the voting shares. (b) For purposes of this subsection, voting shares of an issuing public corporation acquired within 90 days of a control share acquisition by the acquiring person or members of the acquiring group making the control share acquisition shall be considered to have been acquired in the same control share acquisition. (c) For purposes of this subsection, a person who acquires voting shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing ORS 60.801 to 60.816 has ownership and voting power only of voting shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others. (d) For purposes of this subsection, if two or more persons enter into a binding agreement that is not immediately revocable with respect to the voting of their voting shares, in addition to those persons thereby becoming an acquiring group: (A) Any single person who thereby obtains the right to determine how any other parties to the agreement must vote their shares shall be deemed to have acquired the power to direct the voting of the voting shares held by such other parties to the agreement; and (B) Any group of persons who thereby obtain the right to determine how any parties to the agreement must vote their shares shall collectively be deemed to be a separate acquiring person who has acquired the power to direct the voting of all voting shares held by such parties to the agreement. The group of persons shall include all parties to the agreement if all parties share in the decision or if the agreement specifies how the shares must be voted. (e) The acquisition of any voting shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances: (A) At a time when the corporation was not subject to ORS 60.801 to 60.816. (B) Pursuant to a contract entered into at a time when the corporation was not subject to ORS 60.801 to 60.816. (C) Pursuant to the laws of descent and distribution. (D) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing ORS 60.801 to 60.816. (E) In a transaction in which voting shares are acquired from the issuing public corporation. (F) Pursuant to a merger or plan of share exchange effected in compliance with ORS 60.470 to 60.501, if the issuing public corporation is a party to the agreement of merger or plan of share exchange. (G) Pursuant to a transfer of voting shares between or among affiliates or immediate family members unless the voting shares are control shares that have not had their voting rights restored under ORS 60.807. (H) In a transaction in which voting power is acquired solely by receipt of an immediately revocable proxy or by any other agreement or understanding that is not binding on the person transferring such voting power. (5)(a) “Control shares” means voting shares of an issuing public corporation that are acquired in a control share acquisition. “Control shares” does not include voting shares acquired in a control share acquisition that are subsequently transferred, or whose voting power is subsequently transferred, other than a transfer of voting power by termination of a binding voting agreement, to a person that is not an affiliate of the transferor or a member of an acquiring group of which the transferor is a member in a transaction that is not a control share acquisition. “Control shares” also does not include voting shares acquired in a control share acquisition whose voting power is subsequently transferred pursuant to the termination of a binding voting agreement if, assuming the parties to the agreement had never entered into the agreement but had been members of an acquiring group during the term of the agreement, the voting shares would not have been control shares. (b) If an acquiring person or any member of an acquiring group transfers control shares in a transaction that causes the control shares to cease to be control shares without reducing the total voting power of the acquiring person or acquiring group to less than one-fifth of the total voting power of all the voting shares, and within 90 days before or after such transfer the transferor or any member of an acquiring group of which the transferor is a member acquires ownership of, or the power to direct the voting of, any voting shares, all such voting shares up to the number of voting shares having total voting power equal to the total voting power of the control shares transferred shall be considered control shares. (6) “Immediate family member” means any grandparent, parent, brother, sister, child, grandchild or spouse of a person, or any other relative of the person or the person’s spouse who has the same home as the person. (7)(a) “Interested shares” means voting shares of an issuing public corporation that any of the following persons have sole or shared power to vote, or direct the voting of, either directly or by proxy or voting agreement, at a meeting at which the voting rights of control shares are to be considered: (A) The acquiring person or a member of the acquiring group whose voting rights are under consideration. (B) Any officer of the issuing public corporation. (C) Any employee of the issuing public corporation who is also a director of the corporation. (b) For purposes of this subsection, a person shall not be deemed to have the power to vote, or direct the voting of, voting shares if the person’s power with respect to the shares arises solely from holding an immediately revocable proxy, unless the proxy is solicited in connection with an offer to purchase or solicitation of offers to sell voting shares which requires the granting of a proxy as a condition to the acceptance of a tender of voting shares from any shareholder. (8)(a) “Issuing public corporation” means a corporation incorporated or existing pursuant to the provisions of this chapter that has: (A) One hundred or more record or beneficial shareholders; (B) Its principal place of business, its principal office or assets with a fair market value of not less than $1 million within this state; and (C) Either: (i) More than 10 percent of its record shareholders resident in this state; (ii) More than 10 percent of its shares owned beneficially or of record by residents of this state; or (iii) At least 10,000 of its record or beneficial shareholders resident in this state. (b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation. (c) Shares held by banks, except as trustee or guardian, brokers or nominees shall be disregarded for purposes of calculating the percentages or numbers described in paragraph (a)(C) of this subsection. (9) “Person” means any individual, corporation, partnership, unincorporated association or other entity. (10) “Total voting power” of any person or any shares means the voting power such person or shares would have except for ORS 60.801 to 60.816. (11) “Voting shares” means shares that have, or would have except for this Act, voting power in any vote for the election of directors and that belong to a class or series that, together with all other classes or series that vote with such class or series as a group with respect to the election of directors, elects at least a majority of the directors. [1989 c.4 §1; 1989 c.1040 §37; 1991 c.7 §1; 2003 c.80 §17a]