2011 ORS § 60.825¹
Definitions for ORS 60.825 to 60.845

As used in ORS 60.825 (Definitions for ORS 60.825 to 60.845) to 60.845 (Greater vote of shareholders prohibited):

(1) 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.

(2) Associate, when used to indicate a relationship with any person, means:

(a) Any corporation or organization of which the person is a director, officer or partner or is, directly or indirectly, the owner of 20 percent or more of any class of voting stock;

(b) Any trust or other estate in which the person has at least a 20 percent beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

(c) Any relative or spouse of the person, or any relative of a spouse, who has the same residence as the person.

(3) Business combination, when used in reference to any corporation and any interested shareholder of the corporation, means:

(a) Any merger or plan of exchange of the corporation or any direct or indirect majority-owned subsidiary of the corporation with:

(A) The interested shareholder; or

(B) Any other corporation if the merger or plan of exchange is caused by the interested shareholder and as a result of the merger or plan of exchange, ORS 60.835 (Prohibited business combinations) is not applicable to the surviving corporation;

(b) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, except proportionately as a shareholder of the corporation, to or with the interested shareholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any direct or indirect majority-owned subsidiary of the corporation where the assets have an aggregate market value equal to 10 percent or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;

(c) Any transaction which results in the issuance or transfer by the corporation or by any direct or indirect majority-owned subsidiary of the corporation of any shares of the corporation or of any such subsidiary to the interested shareholder, except:

(A) Pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into shares of the corporation or any subsidiary where the securities were outstanding prior to the time that the interested shareholder became an interested shareholder or were distributed pro rata to all holders of a class or series of shares of the corporation or any subsidiary subsequent to the time the interested shareholder became an interested shareholder;

(B) Pursuant to a dividend or distribution paid or made pro rata to all holders of a class or series of shares of the corporation or any subsidiary subsequent to the time the interested shareholder became an interested shareholder, provided that there is no increase in the interested shareholders proportionate share of any class or series of shares of the corporation or of the voting stock of the corporation; or

(C) Pursuant to an exchange offer by the corporation to purchase shares made on the same terms to all holders of the shares, provided that there is no increase in the interested shareholders proportionate share of any class or series of shares of the corporation or of the voting stock of the corporation;

(d) Any transaction involving the corporation or any direct or indirect majority-owned subsidiary of the corporation which has the effect, directly or indirectly, of increasing the proportionate share of any class or series of shares, or securities convertible into the shares of any class or series, of the corporation or of any such subsidiary which is owned by the interested shareholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly, by the interested shareholder; or

(e) Any receipt by the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of such corporation, of any loans, advances, guarantees, pledges or other financial benefits, other than those expressly permitted in paragraphs (a) to (d) of this subsection, provided by or through the corporation or any direct or indirect majority-owned subsidiary.

(4)(a) 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 stock, by contract or otherwise. A person who is the owner of 10 percent or more of a corporations outstanding voting stock 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 when a person holds voting stock, in good faith and not for the purpose of circumventing this section, 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.

(5)(a) Interested shareholder means:

(A) Any person, other than the corporation and any direct or indirect majority-owned subsidiary of the corporation, that:

(i) Is the owner of shares representing 15 percent or more of the outstanding voting stock of the corporation; or

(ii) Is an affiliate or associate of the corporation and was the owner of shares representing 15 percent or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether the person is an interested shareholder; and

(B) The affiliates and associates of a person described in subparagraph (A) of this paragraph.

(b) Notwithstanding paragraph (a) of this subsection, the term interested shareholder shall not include:

(A) Any person who:

(i) Owned shares in excess of the 15 percent limitation described in paragraph (a) of this subsection as of April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation;

(ii) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection pursuant to a tender offer commenced prior to April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation;

(iii) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection pursuant to an exchange offer announced prior to April 4, 1991, and commenced within 90 days after April 4, 1991, and who continued to own shares in excess of the 15 percent limitation or would have but for action by the corporation; or

(iv) Acquired shares in excess of the 15 percent limitation described in paragraph (a) of this subsection from a person described in sub-subparagraphs (i) to (iii) of this subparagraph by gift, inheritance or in a transaction in which no consideration was exchanged; or

(B) Any person whose ownership of shares in excess of the 15 percent limitation described in paragraph (a) of this subsection is the result of action taken solely by the corporation provided that the person shall be an interested shareholder if the person later acquires additional voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by the person.

(c) For the purpose of determining whether a person is an interested shareholder, the voting shares of the corporation considered to be outstanding shall include shares considered to be owned by the person through application of ORS 60.830 (Ownership of shares) (1).

(6) Person means any individual, corporation, partnership, unincorporated association or other entity.

(7) Voting stock means shares of any class or series that, together with all other classes or series that vote with the class or series as a group with respect to the election of directors, elects at least a majority of the directors. [1991 c.40 §2]