SDCL 47-33-12

For the purpose of subparagraph (ii) of this subsection, the residence of each shareholder is the address of the shareholder which appears on the records of the domestic public corporation; (o) "Equity security,": (i) Any share or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for an equity security; and (ii) Any security convertible, with or without consideration, into an equity security, or any warrant, call or other option or privilege of buying an equity security without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase an equity security; (p) "Exchange Act," the Securities Exchange Act of 1934, (48 Stat. 881, 15 U.S.C. § 78a et seq.) as amended; (q) "Interested shareholder," if used in reference to any domestic public corporation, any person, other than the domestic public corporation or any subsidiary of the domestic public corporation, that is either: (i) The beneficial owner, directly or indirectly, of ten percent or more of the outstanding voting shares of the domestic public corporation; or (ii) Is an affiliate or associate of the domestic public corporation and at any time within the four-year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent or more of the then outstanding voting shares of the domestic public corporation; For the purposes of determining whether a person is an interested shareholder, the number of voting shares of the domestic public corporation considered to be outstanding includes shares considered to be beneficially owned by the person through the application of subsection (f) of this section, but does not include any other unissued voting shares of the domestic public corporation which may be issuable pursuant to any agreement, arrangement, or understanding, or upon the exercise of rights, options, conversion rights, or otherwise; (r) "Interested shares," the shares of a domestic public corporation owned by any of the following persons: (1) The acquiring person or its affiliates or associates; (2) Any officer of the domestic public corporation; or (3) Any employee of the domestic public corporation who is also a director of the domestic public corporation; (s) "Market value," if used in reference to shares or property of any domestic public corporation, the following: (i) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share as determined by the board of the domestic public corporation in good faith; and (ii) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of the domestic public corporation; (t) "Person," an individual, corporation, limited liability company, partnership, unincorporated association, organization or other entity; (u) "Preferred shares," any class or series of shares of a domestic public corporation that under the bylaws or articles of incorporation of the domestic public corporation: (i) Is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or (ii) Is entitled in the event of any voluntary liquidation, dissolution or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares; (v) "Publicly held corporation," a corporation that has a class of equity securities registered pursuant to § 12 of the Exchange Act, or subject to § 15(d) of the Exchange Act; (w) "Share," one of the units, however designated, into which the shareholders' proprietary interests in the corporation are divided; (x) "Share acquisition date," with respect to any person and any domestic public corporation, the date that the person first becomes an interested shareholder of the domestic public corporation; (y) "Shareholder," one who is a holder of record of shares in a corporation; (z) "Subsidiary," of a specified corporation, any other corporation of which a majority of the outstanding voting shares entitled to be cast is owned, directly or indirectly, by the specified corporation; (aa) "Voting shares," shares of a corporation entitled to vote generally in the election of directors; (2) Terms in this chapter mean: (a) "Board," the board of directors of a corporation; (b) "Class," if used with reference to shares, means a category of shares that differs in designation or one or more rights or preferences from another category of shares of the corporation; (c) "Director," a member of the board; (d) "Good faith," honesty in fact in the conduct of the act or transaction concerned; (e) "Intentionally," that the person referred to either has a purpose to do or fail to do the act or cause the result specified or believes that the act or failure to act, if successful, will cause that result. A person intentionally violates a statute if the person intentionally does the act or causes the result prohibited by the statute, or if the person intentionally fails to do the act or cause the result required by the statutes, even though the person may not know of the existence or constitutionality of the statute or the scope or meaning of the term used in the statute; (f) "Knows," or has "knowledge," has actual knowledge of it. A person does not know of a fact merely because the person has reason to know of the fact; (g) "Notice," is given by a corporation to a person when mailed to the person at the last known address of the person, when communicated to the person orally, when handed to the person, when left at the office of the person with a clerk or other person in charge of the office, or if there is no one in charge, when left in a conspicuous place in the office, or if the office is closed or the person to be notified has no office, or when left at the dwelling house or usual place of abode of the person with some person of suitable age and discretion then residing therein. Notice is given to a corporation when mailed or delivered to it at its registered office. Notice by mail is given when deposited in the United States mail with sufficient postage affixed; (h) "Officer," a person elected, appointed, authorized, or otherwise designated as an officer by the board, and any other person considered elected as an officer; (i) "Organization," a domestic or foreign corporation partnership, limited partnership, joint venture, association, business trust, estate, trust, enterprise and any other legal or commercial entity; (j) "Outstanding shares," all shares duly issued and not reacquired by a corporation; (k) "Series," a category of shares, within a class of shares authorized or issued by a corporation by or pursuant to its articles, that have some of the same rights and preferences as other shares within the same class, but that differ in designation or one or more rights and preferences from another category of shares within that class. Source: SL 1990, ch 369 , § 103; SL 1994, ch 351 , § 128; SL 2005, ch 202 , § 7.