A. A domestic entity may be the acquired entity in an interest exchange under this article by approving a plan of interest exchange. The plan must be in a record and contain all of the following:

Terms Used In Arizona Laws 29-2302

  • 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
  • Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity 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

  • Filing entity: means an entity that is created by the filing of a public organizational document. 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.
  • Organizational documents: means the public organizational document and private organizational documents of an entity. See Arizona Laws 29-2102
  • Plan: means a plan of merger, interest exchange, conversion, domestication or division. See Arizona Laws 29-2102
  • Property: includes both real and personal property. See Arizona Laws 1-215
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Arizona Laws 29-2102
  • Type: means , with regard to an entity, the generic form of that entity, such as listed in paragraph 17 of this section. See Arizona Laws 29-2102

1. The name and type of the acquired entity.

2. The name, jurisdiction of organization and type of the acquiring entity.

3. The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash or other property or any combination of the foregoing.

4. If the acquired entity is a filing entity, any proposed amendments to its public organizational document.

5. Any proposed amendments to the private organizational documents of the acquired entity that are in a record.

6. The other terms and conditions of the interest exchange, if any.

7. Any other provisions required by the laws of this state or the organizational documents of the acquired entity.

B. A plan of interest exchange may contain any other provisions not prohibited by law.

 

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