KRS 271B.13-010: Definitions for subtitle.

As used in this subtitle:

(1) "Corporation" means the issuer of the shares held by a dissenter, except that in the

case of a merger where the issuing corporation is not the surviving corporation,

then, after consummation of the merger, "corporation" shall mean the surviving

corporation.

(2) "Dissenter" means a shareholder who is entitled to dissent from corporate action

under KRS 271B.13 -020 and who exercises that right when and in the manner

required by KRS 271B.13-200 to 271B.13-280.

(3) "Fair value," with respect to a dissenter's sha res, means the value of the shares

immediately before the effectuation of the corporate action to which the dissenter

objects, excluding any appreciation or depreciation in anticipation of the corporate

action unless exclusion would be inequitable. In any transaction subject to the

requirements of KRS 271B.12 -210 or exempted by KRS 271B.12 -220(2), "fair

value" shall be at least an amount required to be paid under KRS 271B.12 -220(2) in

order to be exempt from the requirements of KRS 271B.12-210.

(4) "Interest" means interest from the effective date of the corporate action until the

date of payment, at the average rate currently paid by the corporation on its

principal bank loans or, if none, at a rate that is fair and equitable under all the

circumstances.

(5) "Record shareholder" means the person in whose name shares are registered in the

records of a corporation or the beneficial owner of shares to the extent of the rights

granted by a nominee certificate on file with a corporation.

(6) "Beneficial shareholder" means the person who is a beneficial owner of shares held

in a voting trust or by a nominee as the record shareholder.

(7) "Shareholder" means the record shareholder or the beneficial shareholder.