Texas Business Organizations Code - Section 10.355. Notice Of Right Of Dissent And Appraisal
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§ 10.355. NOTICE OF RIGHT OF DISSENT AND APPRAISAL. (a) A
domestic entity subject to dissenters' rights that takes or
proposes to take an action regarding which an owner has a right to
dissent and obtain an appraisal under Section 10.354 shall notify
each affected owner of the owner's rights under that section if:
(1) the action or proposed action is submitted to a
vote of the owners at a meeting; or
(2) approval of the action or proposed action is
obtained by written consent of the owners instead of being
submitted to a vote of the owners.
(b) If a parent organization effects a merger under Section
10.006 and a subsidiary organization that is a party to the merger
is a domestic entity subject to dissenters' rights, the responsible
organization shall notify the owners of that subsidiary
organization who have a right to dissent to the merger under Section
10.354 of their rights under this subchapter not later than the 10th
day after the effective date of the merger. The notice must also
include a copy of the certificate of merger and a statement that the
merger has become effective.
(c) A notice required to be provided under Subsection (a) or
(b) must:
(1) be accompanied by a copy of this subchapter; and
(2) advise the owner of the location of the
responsible organization's principal executive offices to which a
notice required under Section 10.356(b)(2) may be provided.
(d) In addition to the requirements prescribed by
Subsection (c), a notice required to be provided under Subsection
(a)(1) must accompany the notice of the meeting to consider the
action, and a notice required under Subsection (a)(2) must be
provided to:
(1) each owner who consents in writing to the action
before the owner delivers the written consent; and
(2) each owner who is entitled to vote on the action
and does not consent in writing to the action before the 11th day
after the date the action takes effect.
(e) Not later than the 10th day after the date an action
described by Subsection (a)(1) takes effect, the responsible
organization shall give notice that the action has been effected to
each owner who voted against the action and sent notice under
Section 10.356(b)(2).
Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.
Section: 10.304 10.305 10.306 10.351 10.352 10.353 10.354 10.355 10.356 10.357 10.358 10.359 10.360 10.361 10.362
Last modified: August 11, 2007
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