Arizona Laws 29-2301. Interest exchange authorized
A. By complying with this article:
Terms Used In Arizona Laws 29-2301
- Acquired entity: means an entity in which all of one or more classes or series of interests are acquired in an interest exchange. See Arizona Laws 29-2102
- Domestic entity: means an entity whose internal affairs are governed by the laws of this state. See Arizona Laws 29-2102
- Entity: means any of the following:
(a) A corporation. See Arizona Laws 29-2102
- Foreign entity: means an entity other than a domestic entity. See Arizona Laws 29-2102
- Interest: means a governance interest or a transferable interest, including a share or membership in a corporation. See Arizona Laws 29-2102
- Interest exchange: means a transaction authorized by article 3 of this chapter. See Arizona Laws 29-2102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a transaction authorized by article 2 of this chapter. See Arizona Laws 29-2102
- Property: includes both real and personal property. See Arizona Laws 1-215
- Protected agreement: means any of the following:
(a) A record evidencing indebtedness and any related agreement in effect on the effective date of this section. See Arizona Laws 29-2102
1. A domestic entity may acquire all of one or more classes, series or groups of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
2. All of one or more classes, series or groups of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.
B. A foreign entity may be an acquiring or acquired entity in an interest exchange under this article if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of organization.
C. If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the agreement is amended after the effective date of this section.