Sec. 21.458. CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS. (a) Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if:
(1) the plan of merger or conversion contains a provision that would require approval by that class or series of shares under Section 21.364 if the provision was contained in a proposed amendment to the corporation's certificate of formation; or
(2) that class or series of shares is entitled under the certificate of formation to vote as a class or series on the plan of merger or conversion.
(b) Separate voting by a class or series of shares of a corporation is required for approval of a plan of exchange if:
(1) shares of that class or series are to be exchanged under the terms of the plan of exchange; or
(2) that class or series is entitled under the certificate of formation to vote as a class or series on the plan of exchange.
(c) Separate voting by a class or series of shares of a corporation is required for approval of a sale of all or substantially all of the assets of a corporation if that class or series of shares is entitled under the certificate of formation to vote as a class or series on the sale of the corporation's assets.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
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