Kansas Statutes 17-78,303. Approval of interest exchange
Terms Used In Kansas Statutes 17-78,303
- 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
- Approve: means , in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to:
(1) Propose a transaction subject to this act;
(2) adopt and approve the terms and conditions of the transaction; and
(3) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders. See Kansas Statutes 17-78,102
- 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.
- 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
- Foreign entity: means an entity whose internal affairs are governed by the laws of a jurisdiction other than this state. 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
- Interest holder: means a direct holder of an interest. See Kansas Statutes 17-78,102
- Interest holder liability: means :
(1) Personal liability for a liability of an entity that is imposed on a person:
(A) Solely by reason of the status of the person as an interest holder; or
(B) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(2) an obligation of an interest holder under the organic rules of an entity to contribute to the entity. 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Liability: means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or whether it is contingent. See Kansas Statutes 17-78,102
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the secretary of state. See Kansas Statutes 17-78,102
- Organic law: means the statutes, if any, other than this act, governing the internal affairs of an entity. See Kansas Statutes 17-78,102
- Organic rules: means the public organic document and private organic rules of an entity. 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
(a) An agreement of interest exchange is not effective unless it has been approved:
(1) By a domestic acquired entity:
(A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange;
(B) except as otherwise provided in subsection (d), if neither its organic law nor organic rules provide for approval of an interest exchange, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a corporation, a merger, as if the interest exchange were a merger; or
(ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the corporation, as if the interest exchange were that type of merger; or
(C) if neither its organic law nor organic rules provide for approval of an interest exchange or a merger described in subparagraph (B), by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) in a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a corporation:
(A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) An interest exchange involving a foreign acquired entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization.
(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity are not required to approve the interest exchange.
(d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity does not apply to approval of an interest exchange under subsection (a)(1)(B).