A reorganization or a share exchange tender offer shall be approved by the board of all of the following:

(a) Each constituent social purpose corporation in a merger reorganization.

Terms Used In California Corporations Code 3400

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.

(b) The acquiring social purpose corporation in an exchange reorganization.

(c) The acquiring social purpose corporation and the social purpose corporation whose property and assets are acquired in a sale-of-assets reorganization.

(d) The acquiring social purpose corporation in a share exchange tender offer.

(e) The social purpose corporation in control of any constituent or acquiring domestic or foreign social purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.”

(Amended by Stats. 2014, Ch. 694, Sec. 62. (SB 1301) Effective January 1, 2015.)

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