this Commonwealth appearing on the books of the corporation
on the record date for the latest meeting of shareholders
held during its latest full-income year or, if no meeting was
held during that year, on the last day of the latest full-
income year.
(b) Determination.--
(1) The determination of the property, payroll and sales
factors under subsection (a) with respect to any parent
corporation shall be made on a consolidated basis, including
in a unitary computation, after elimination of intercompany
transactions, the property, payroll and sales of the parent
corporation and all of its subsidiaries in which it owns
directly or indirectly more than 50% of the outstanding
shares entitled to vote for the election of directors, but
deducting a percentage of the property, payroll and sales of
each subsidiary equal to the percentage minority ownership,
if any, in the subsidiary.
(2) For the purpose of this section, any securities held
to the knowledge of the issuer in the names of broker-
dealers, nominees for broker-dealers, including clearing
corporations or banks, associations or other entities holding
securities in a nominee name or otherwise on behalf of a
beneficial owner, collectively considered nominee holders,
shall not be considered outstanding.
(3) Notwithstanding paragraph (2), if the foreign
corporation requests all nominee holders to certify, with
respect to all beneficial owners for whom securities are
held, the number of shares held for those beneficial owners
having addresses as shown on the records of the nominee
holder in this Commonwealth and outside of this Commonwealth,
then all shares so certified shall be considered outstanding
and held of record by persons having addresses either in this
Commonwealth or outside of this Commonwealth as so certified,
provided that the certification provided shall be retained
with the record of shareholders and made available for
inspection and copying.
(4) A current list of beneficial owners of a foreign
corporation's securities provided to the corporation by one
or more nominee holders or an agent thereof under the
requirements of 17 CFR ยง 240.14b-1(b)(3) (relating to
obligation of registered brokers and dealers in connection
with the prompt forwarding of certain communications to
beneficial owners) or 240.14b-2(b)(3) (relating to obligation
of banks, associations and other entities that exercise
fiduciary powers in connection with the prompt forwarding of
certain communications to beneficial owners), promulgated
under the Securities Exchange Act of 1934 (48 Stat. 881, 15
U.S.C. 48 Stat. 881) shall constitute an acceptable
certification with respect to beneficial owners for the
purposes of this subsection.
(c) Applicability.--This section shall not apply to a
2017/90VDL/SB0166A00187 - 6 -
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51