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Texas Business Organizations Code - Chapter 10 Mergers, Interest Exchanges, Conversions, And Sales Of AssetsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 10 Mergers, Interest Exchanges, Conversions, And Sales Of Assets (a) A domestic entity may effect a merger by complying with the applicable provisions of this code. A merger must be set forth in a ... (a) A plan of merger must include: (1) the name of each organization that is a party to the merger; (2) the name of each ... If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include: (1) the ... A plan of merger may include: (1) amendments to the governing documents of any surviving organization; (2) provisions relating to an interest exchange, including a ... (a) In this section: (1) "Direct or indirect wholly owned subsidiary" means, with respect to a domestic entity, another domestic entity, all of the outstanding ... (a) A parent organization that owns at least 90 percent of the outstanding ownership or membership interests of each class and series of each of ... Except as otherwise provided by Subchapter B, Chapter 4, a merger takes effect at the time provided by the plan of merger, except that a ... (a) When a merger takes effect: (1) the separate existence of each domestic entity that is a party to the merger, other than a surviving ... (a) A partner of a domestic partnership that is a party to a merger does not become liable as a result of the merger for ... (a) A domestic nonprofit corporation may not merge into another entity if the domestic nonprofit corporation would, because of the merger, lose or impair its ... (a) For the purpose of acquiring all of the outstanding ownership or membership interests of one or more classes or series of one or more ... (a) A plan of exchange must include: (1) the name of each domestic entity the ownership or membership interests of which are to be acquired; ... A plan of exchange may include any other provisions not required by Section 10.052 relating to the interest exchange. Acts 2003, 78th Leg., ch. 182, ... Except as otherwise provided by Subchapter B, Chapter 4, an interest exchange takes effect at the time provided in the plan of exchange or otherwise ... When an interest exchange takes effect: (1) the ownership or membership interest of each acquired organization is exchanged as provided in the plan of exchange, ... To effect an interest exchange: (1) the partnership agreement of each domestic partnership whose partnership interests are to be acquired pursuant to the plan of ... (a) A domestic entity may convert into a different type of domestic entity or a non-code organization by adopting a plan of conversion. (b) To ... (a) A non-code organization may convert into a domestic entity by adopting a plan of conversion as provided by this section. (b) To effect a ... (a) A plan of conversion must include: (1) the name of the converting entity; (2) the name of the converted entity; (3) a statement that ... A plan of conversion may include other provisions relating to the conversion that are not inconsistent with law. Acts 2003, 78th Leg., ch. 182, § ... Except as otherwise provided by Subchapter B, Chapter 4, a conversion takes effect at the time provided by the plan of conversion, except that a ... When a conversion takes effect: (1) the converting entity continues to exist without interruption in the organizational form of the converted entity rather than in ... (a) If a partnership is formed under a plan of conversion under this code, the existence of the partnership as a partnership begins when the ... A domestic nonprofit corporation may not convert into a for-profit entity. Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006. ... (a) After approval of a plan of merger or a plan of exchange as provided by this code, a certificate of merger, which may also ... (a) The certificate of merger for a merger under Section 10.006 is required to be signed only by an officer or other authorized representative of ... (a) If a certificate of merger or exchange is required to be filed, the certificate of merger or exchange must be filed in accordance with ... (a) After approval of a plan of conversion as provided by this code, a certificate of conversion must be filed for the conversion to become ... (a) If a certificate of conversion is required to be filed, the certificate of conversion must be filed in accordance with Chapter 4. If the ... The filing officer may not accept a certificate of merger, exchange, or conversion for filing if: (1) the filing officer finds that the certificate of ... After a merger, interest exchange, or conversion is approved as provided by this code, and at any time before the merger, interest exchange, or conversion ... If a certificate of merger, exchange, or conversion has been filed, the merger, interest exchange, or conversion may be abandoned before its effectiveness in accordance ... (a) If no filing is required by this chapter for the abandonment of a merger, interest exchange, or conversion, the merger, interest exchange, or conversion ... (a) Subject to any approval required by this code or the governing documents of the domestic entity, a domestic entity may transfer and convey by ... Except as otherwise provided by this code, the governing documents of the domestic entity, or specific limitations established by the governing authority, a sale, lease, ... (a) A deed or other instrument executed by a domestic entity that conveys an interest in real property may be recorded in the same manner ... (a) A disposition of all or part of the property of a domestic entity, regardless of whether the disposition requires the approval of the entity's ... (a) A trustee appointed for a domestic entity that is being reorganized under a federal statute, the designated officers of a domestic entity being reorganized ... A trustee appointed for a domestic entity being reorganized under a federal statute, the designated officers of a domestic entity being reorganized under a federal ... If a domestic entity or non-code organization that is not being reorganized under a federal statute merges or exchanges an interest with a domestic entity ... An owner or member of a domestic entity subject to dissenters' rights being reorganized under a federal statute does not have a right to dissent ... This subchapter does not apply after the entry of a final decree in a reorganization case under a federal statute even though the court that ... This chapter does not preclude other changes in a domestic entity or its ownership or membership interests or securities by a plan of reorganization ordered ... (a) This subchapter does not apply to a fundamental business transaction of a domestic entity if, immediately before the effective date of the fundamental business ... In this subchapter: (1) "Dissenting owner" means an owner of an ownership interest in a domestic entity subject to dissenters' rights who: (A) provides notice ... (a) Notice required under this subchapter: (1) must be in writing; and (2) may be mailed, hand-delivered, or delivered by courier or electronic transmission. (b) ... (a) Subject to Subsection (b), an owner of an ownership interest in a domestic entity subject to dissenters' rights is entitled to: (1) dissent from: ... (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 ... (a) An owner of an ownership interest of a domestic entity subject to dissenters' rights who has the right to dissent and appraisal from any ... (a) An owner may withdraw a demand for the payment of the fair value of an ownership interest made under Section 10.356 before: (1) payment ... (a) Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance ... (a) A responsible organization shall note in the organization's ownership interest records maintained under Section 3.151 the receipt of a demand for payment from any ... A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with ... (a) If a responsible organization rejects the amount demanded by a dissenting owner under Section 10.358 and the dissenting owner and responsible organization are unable ... (a) For purposes of this subchapter, the fair value of an ownership interest of a domestic entity subject to dissenters' rights is the value of ... (a) An appraiser appointed under Section 10.361 has the power and authority that: (1) is granted by the court in the order appointing the appraiser; ... (a) A dissenting owner or responsible organization may object, based on the law or the facts, to all or part of an appraisal report containing ... (a) An appraiser appointed under Section 10.361 is entitled to a reasonable fee payable from court costs. (b) All court costs shall be allocated between ... (a) An ownership interest of an organization acquired by a responsible organization under this subchapter: (1) in the case of a merger, conversion, or interest ... (a) The rights of a dissenting owner terminate if: (1) the owner withdraws the demand under Section 10.356; (2) the owner's right of dissent is ... In the absence of fraud in the transaction, any right of an owner of an ownership interest to dissent from an action and obtain the ... This code does not affect, nullify, or repeal the antitrust laws or abridge any right or rights of any creditor under existing laws. Acts 2003, ... This chapter does not limit the power of a domestic entity or non-code organization to acquire all or part of the ownership or membership interests ... Texas Lawyers
Last modified: August 10, 2007 |