Indiana Administrative Code › Title 68 - INDIANA GAMING COMMISSION › Article 4 - CORPORATIONS › Rule 1 - Publicly Traded Corporations › Section 1-8 - Required charter provisions

Current through July 10, 2024
Authority: IC 4-33-4; IC 4-35-4
Affected: IC 4-33; IC 4-35
Sec. 8.
(a) The
				following provisions, or similar provisions approved by the executive director
				in accordance with subsection (d), must be included in the articles of
				incorporation, or similar organization documents, of a publicly traded casino
				licensee or supplier licensee: "The corporation partnership limited liability
				company shall not issue five percent (5%) or greater of any voting securities
				or other voting interests to a person except in accordance with the provisions
				of IC 4-33, IC 4-35, and the rules promulgated thereunder (68 IAC). The
				issuance of any voting securities or other voting interests in violation
				thereof shall be void and the voting securities or other voting interests shall
				be deemed not to be issued and outstanding until one (1) of the following
				occurs:
(1) The corporation partnership
				limited liability company shall cease to be subject to the jurisdiction of the
				Indiana Gaming Commission.
(2) The
				Indiana Gaming Commission shall, by affirmative action, validate the issuance
				or waive any defect in issuance.
No voting securities or other voting interests issued by the
				  corporation partnership limited liability company and no interest, claim, or
				  charge of five percent (5%) or greater therein or thereto shall be transferred
				  in any manner whatsoever except in accordance with the provisions of IC 4-33,
				  IC 4-35, and the rules promulgated thereunder (68 IAC). Any transfer in
				  violation thereof shall be void until one (1) of the following occurs:
(1) The corporation partnership limited
				liability company shall cease to be subject to the jurisdiction of the Indiana
				Gaming Commission.
(2) The Indiana
				Gaming Commission shall, by affirmative action, validate the transfer or waive
				any defect in the transfer.
If the Indiana Gaming Commission at any time determines that
				  a holder of voting securities or other voting interests of this corporation
				  partnership limited liability company shall be denied the application for
				  transfer, then the issuer of the voting securities or other voting interests
				  may, within thirty (30) days after the denial, purchase the voting securities
				  or other voting interests of the denied applicant at the lesser of the:
(1) market price of the ownership interest;
				or
(2) price at which the applicant
				purchased the ownership interest; unless the voting securities or other voting
				interests are transferred to a suitable person (as determined by the
				commission) within thirty (30) days after the denial of the application for
				transfer of ownership.
Until the voting securities or other voting interests are
				  owned by persons found by the commission to be suitable to own them, the
				  following restrictions must be followed:
(1) The corporation partnership limited
				liability company shall not be required or permitted to pay any dividend or
				interest with regard to the voting securities or other voting
				interests.
(2) The holder of the
				voting securities or other voting interests shall not be entitled to vote on
				any matter as the holder of the voting securities or other voting interests,
				and the voting securities or other voting interests shall not for any purposes
				be included in the voting securities or other voting interests of the
				corporation partnership limited liability company entitled to vote.
(3) The corporation partnership limited
				liability company shall not pay any remuneration in any form to the holder of
				the voting securities or other voting interests as provided in this
				paragraph".