§ 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 exchange
§ 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.
  • Arrest: Taking physical custody of a person by lawful authority.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • county: shall mean any county in this state, except a county wholly within a city. See N.Y. Tax Law 1215
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Dependent: A person dependent for support upon another.
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • 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.
  • 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.
  • 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.
  • Oath: A promise to tell the truth.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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
  • 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.
  • 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
  • Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Business Corporation Law 901
  • Trustee: A person or institution holding and administering property in trust.