§ 901 Power of Merger or Consolidation
§ 902 Plan of Merger or Consolidation
§ 903 Authorization by Shareholders
§ 904 Certificate of Merger or Consolidation; Contents
§ 904-A Merger or Consolidation of Corporations With Other Business Entities; Certificate of Merger or Consolidation
§ 904-B Merger or Consolidation of Business Corporations Into Non-Profit Corporations
§ 905 Merger of Parent and Subsidiary Corporations
§ 906 Effect of Merger or Consolidation
§ 907 Merger or Consolidation of Domestic and Foreign Corporations
§ 908 Guarantee Authorized by Shareholders
§ 909 Sale, Lease, Exchange or Other Disposition of Assets
§ 910 Right of Shareholder to Receive Payment for Shares Upon Merger or Consolidation, or Sale, Lease, Exchange or Other Disposition of Assets, or Share Exc
§ 911 Mortgage or Pledge Of, or Security Interest In, Corporate Property
§ 912 Requirements Relating to Certain Business Combinations
§ 913 Share Exchanges

Terms Used In New York Laws > Business Corporation > Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

  • Acquiring corporation: means a corporation that is participating in a procedure pursuant to which such corporation is acquiring all of the outstanding shares of one or more classes of a subject corporation. See N.Y. Business Corporation Law 913
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Commissioner: shall mean the commissioner of consumer and worker protection. See N.Y. New York City Administrative Code 20-102
  • Consolidated corporation: means the new corporation into which two or more constituent corporations are consolidated. See N.Y. Business Corporation Law 901
  • Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Business Corporation Law 901
  • Constituent corporation: means an existing corporation that is participating in the merger or consolidation with one or more other corporations. See N.Y. Business Corporation Law 901
  • Constituent entity: means a domestic or foreign corporation or other business entity, that is participating in the merger or consolidation with one or more domestic or foreign corporations. See N.Y. Business Corporation Law 901
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Department: shall mean the department of consumer and worker protection. See N.Y. New York City Administrative Code 20-102
  • Fraud: Intentional deception resulting in injury to another.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • License: shall mean an authorization by the department of consumer and worker protection to carry on various activities within its jurisdiction, which may take the form of a license, permit, registration, certification or such other form as is designated under law, regulation or rule. See N.Y. New York City Administrative Code 20-102
  • Merger: means a procedure of the character described in subparagraph (a) (1). See N.Y. Business Corporation Law 901
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Organization: shall mean a business entity, including but not limited to a corporation, trust, estate, partnership, cooperative, association, firm, club or society. See N.Y. New York City Administrative Code 20-102
  • Other business entity: means any person other than a natural person, general partnership (including any registered limited liability partnership or registered foreign limited liability partnership) or a domestic or foreign business corporation. See N.Y. Business Corporation Law 901
  • Person: means any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity. See N.Y. Business Corporation Law 901
  • Person: shall mean a natural person or an organization. See N.Y. New York City Administrative Code 20-102
  • Personal property: All property that is not real property.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Statute: A law passed by a legislature.
  • Subject corporation: means a corporation that is participating in a procedure pursuant to which all of the outstanding shares of one or more classes of such corporation are being acquired by an acquiring corporation. See N.Y. Business Corporation Law 913
  • Subpoena: A command to a witness to appear and give testimony.
  • Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Business Corporation Law 901