Kansas Statutes 17-78,302. Agreement of interest exchange
Terms Used In Kansas Statutes 17-78,302
- Acquired entity: means the entity, all of one or more classes or series of interests in which are acquired in an interest exchange. See Kansas Statutes 17-78,102
- 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 Kansas Statutes 17-78,102
- Agreement: means a plan or agreement of merger, interest exchange, conversion or domestication. See Kansas Statutes 17-78,102
- Domestic entity: means an entity whose internal affairs are governed by the law of this state. See Kansas Statutes 17-78,102
- Entity: means :
(1) A corporation;
(2) a general partnership, including a limited liability partnership;
(3) a limited partnership, including a limited liability limited partnership;
(4) a limited liability company;
(5) a business trust or statutory trust entity;
(6) a cooperative; or
(7) any other person that has a separate legal existence or has the power to acquire an interest in real property in its own name other than:
(A) An individual;
(B) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust;
(C) an association or relationship that is not a partnership solely by reason of Kan. See Kansas Statutes 17-78,102
- Interest: means :
(1) A governance interest in an unincorporated entity;
(2) a transferable interest in an unincorporated entity; or
(3) a share or membership in a corporation. See Kansas Statutes 17-78,102
- Interest exchange: means a transaction authorized by Kan. See Kansas Statutes 17-78,102
- 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.
- Organic rules: means the public organic document and private organic rules of an entity. See Kansas Statutes 17-78,102
- Property: includes personal and real property. See Kansas Statutes 77-201
- Public organic document: means the public record the filing of which creates an entity and any amendment to or restatement of that record. See Kansas Statutes 17-78,102
- 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 Kansas Statutes 17-78,102
- State: when applied to the different parts of the United States, includes the District of Columbia and the territories. See Kansas Statutes 77-201
(a) A domestic entity may be the acquired entity in an interest exchange under Kan. Stat. Ann. §§ 17-78-301 through 17-78-306, and amendments thereto, by approving an agreement of interest exchange. The agreement shall be in a record and contain:
(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 thereof;
(4) any proposed amendments to the public organic document or private organic rules, which may amend and restate its public organic document or its private organic rules or both, that are, or are proposed to be, in a record of the acquired entity;
(5) the other terms and conditions of the interest exchange; and
(6) any other provision required by the law of this state or the organic rules of the acquired entity.
(b) An agreement of interest exchange may contain any other provision not prohibited by law.