836-024-0006 Definitions As used in OAR 836-024-0003 to 836-024-0055, unless the context otherwise requires: (1) An “affiliate” of, or a person affiliated with, a specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. (2) “Associate,” when used to indicate a relationship with any person, means: (a) A corporation or organization of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities, but does not include the issuer or a majority-owned subsidiary of the issuer; (b) A trust or other estate in which the person has a substantial beneficial interest or as to which the person served as trustee or in a similar fiduciary capacity; and (c) A relative or spouse of that person, or any relative of the spouse, who has the same home as the person or who is a director or officer of the issuer or any of its parents or subsidiaries. (3) “Beneficial owner” includes a person who, directly or indirectly, through a contract, arrangement, understanding, relationship or otherwise, has or shares: (a) Voting power, including the power to vote, or the power to direct voting of, a security; or (b) Investment power that includes the power to dispose of, or to direct the disposition of, the new security. (4) “Control,” and including the terms “controlling,” “controlled by” and “under common control with,” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise. Control shall be presumed to exist if any person, directly or indirectly, owns, controls, holds with the power to vote, or holds proxies representing, 10 percent or more of the voting securities of any other person. This presumption may be rebutted by a showing made in the manner provided by ORS 732.568 that control does not exist in fact. The Director may determine, after furnishing all persons in interest notice and opportunity to be heard and making specific findings of fact to support such determination, that control exists in fact, notwithstanding the absence of a presumption to that effect. (5) “Issuer” means the issuer of the securities regarding which a proxy is solicited. (6) “Last fiscal year” of the issuer means the last fiscal year of the issuer ending prior to the date of the meeting for which proxies are to be solicited. (7) “Officer” means the president, secretary, treasurer, any vice president in charge of a principal business function, such as sales, administration or finance, and any other person who performs similar policy-making functions for the issuer. (8) A “parent” of a specified person is an affiliate controlling the person directly or indirectly through one or more intermediaries. (9) A “person” includes a government or a political subdivision thereof, and applies to a trust only when the interest or interests of the beneficiary or beneficiaries are evidenced by a security. (10) “Proxy statement” means the statement required by OAR 836-024-0026, regardless of whether the statement is contained in a single document. (11) "Schedule A" means the schedule incorporated in Exhibit 1, OAR 836-024-0004. (12) "Schedule B" means the schedule incorporated in Exhibit 2, OAR 836-024-0004. (13) "Schedule C" means the schedule incorporated in Exhibit 3, OAR 836-024-0004. (14) "Solicit" and "Solicitation" include: (a) A request for a proxy, whether or not accompanied by or included in a form of proxy; (b) A request to execute or not to execute, or to revoke, a proxy; and (c) The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy. (15) "Solicit" and "Solicitation" do not apply to the security holder, the performance by the issuer of acts required by OAR 836-024-0038 or the performance by any person of ministerial acts on behalf of a person soliciting a proxy. [ED. NOTE: Exhibits referenced are available from the agency.] Statutory/Other Authority: ORS 731 & 732 Statutes/Other Implemented: ORS 732.415(4) History: ID 16-2006, f. & cert. ef. 8-7-06 IC 68, f. & ef. 6-22-76