(a) A domestic entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger shall give the notice or obtain the approval to be a party to a conversion.

Terms Used In Tennessee Code 61-3-1102

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Conversion: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Devise: To gift property by will.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Merger: means a transaction authorized by §. See Tennessee Code 61-3-1101
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Tennessee Code 61-3-1101
  • 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.
  • Property: means all property, whether real, personal, mixed, or tangible or intangible, or any right or interest in such property. See Tennessee Code 61-3-101
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Tennessee Code 61-3-101
  • Subscription: includes a mark, the name being written near the mark and witnessed. See Tennessee Code 1-3-105
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Tennessee Code 61-3-1101
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this part becomes effective must not, as a result of the transaction, be diverted from the objects for which the property was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
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