Ark. Code R. 26-51-412 - 1(c) (1997) - Stock or Securities Exchanged in a Reorganization

A "merger" or "consolidation" includes:

(1) The acquisition by one corporation of a majority of the voting stock and a majority of the total number of shares of all other classes of stock of another corporation, or substantially all the property of another corporation;

(2) A transfer by one corporation of all or a part of its assets to another corporation if, immediately after the transfer, the transferor or its stockholders or both are in control of the corporation to which the assets are transferred;

(3) A recapitalization; or

(4) A mere change in identity, form, or place of organization, however effected.

The term "a party to a reorganization" as used in ACA26-51-412 includes a corporation resulting from a reorganization and includes both corporations in the case of an acquisition by one corporation of at least a majority of the voting stock of another corporation.

A person is, or two or more persons are, "in control" of a corporation within the meaning of ACA26-51-412 when owning:

(1) At least 80 percent (80%) of the voting stock; and

(2) At least 80 percent (80%) of the total number of shares of all other classes of stock of the corporation.