Definitions

In this Chapter:

(a)“Beneficial stockholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record stockholder.

(b)“Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.

(c)“Dissenter” means a stockholder who is entitled to dissent fron1 corporate action under § 3302 and who exercises that right when and in the manner required by §§ 340l through 3409 of this Chapter.

(d)“Fair value,” with respect to a dissenter’s shares, means the value of the shares immediately before effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action. COL021307 CH. 3 CORPORATE S TOCK

(e)“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 there are no loans, at a rate that is fair and equitable under all the circumstances.

(f)“Record stockholder” 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.

(g)“Stockholder” means the record stockholder or the beneficial stockholder.