§ 21.451 Definitions
§ 21.452 Approval of Merger
§ 21.453 Approval of Conversion
§ 21.454 Approval of Exchange
§ 21.455 Approval of Sale of All or Substantially All of Assets
§ 21.456 General Procedure for Submission to Shareholders of Fundamental Business Transaction
§ 21.457 General Vote Requirement for Approval of Fundamental Business Transaction
§ 21.458 Class Voting Requirements for Certain Fundamental Business Transactions
§ 21.459 No Shareholder Vote Requirement for Certain Fundamental Business Transactions
§ 21.460 Rights of Dissent and Appraisal
§ 21.461 Pledge, Mortgage, Deed of Trust, or Trust Indenture
§ 21.462 Conveyance by Corporation

Terms Used In Texas Business Organizations Code Chapter 21 > Subchapter J - Fundamental Business Transactions

  • Affiliate: means a person who controls, is controlled by, or is under common control with another person. See Texas Business Organizations Code 1.002
  • 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.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • Certificate of formation: means :
    (A) the document required to be filed with the filing officer under Chapter 3 to form a filing entity; and
    (B) if appropriate, a restated certificate of formation and all amendments of an original or restated certificate of formation. See Texas Business Organizations Code 1.002
  • Conversion: means :
    (A) the continuance of a domestic entity as a non-code organization of any type;
    (B) the continuance of a non-code organization as a domestic entity of any type;
    (C) the continuance of a domestic entity of one type as a domestic entity of another type;
    (D) the continuance of a domestic entity of one type as a foreign entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity; or
    (E) the continuance of a foreign entity of one type as a domestic entity of the same type that may be treated as a domestication, continuance, or transfer transaction under the laws of the jurisdiction of formation of the foreign entity. See Texas Business Organizations Code 1.002
  • Corporation: means an entity governed as a corporation under Title 2 or 7. See Texas Business Organizations Code 1.002
  • Domestic: means , with respect to an entity, that the entity is formed under this code or the entity's internal affairs are governed by this code. See Texas Business Organizations Code 1.002
  • Foreign: means , with respect to an entity, that the entity is formed under, and the entity's internal affairs are governed by, the laws of a jurisdiction other than this state. See Texas Business Organizations Code 1.002
  • Fundamental business transaction: means a merger, interest exchange, conversion, or sale of all or substantially all of an entity's assets. See Texas Business Organizations Code 1.002
  • Interest exchange: means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter Texas Business Organizations Code 1.002
  • Justice: when applied to a magistrate, means justice of the peace. See Texas Government Code 312.011
  • Merger: means :
    (A) the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations; or
    (B) the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in:
    (i) one or more surviving domestic entities or non-code organizations;
    (ii) the creation of one or more new domestic entities or non-code organizations; or
    (iii) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. See Texas Business Organizations Code 1.002
  • National securities exchange: means an exchange registered as a national securities exchange under Section 6, Securities Exchange Act of 1934 (15 U. See Texas Business Organizations Code 1.002
  • Organization: means a corporation, limited or general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for-profit, nonprofit, domestic, or foreign. See Texas Business Organizations Code 1.002
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Party to the merger: means a domestic entity or non-code organization that under a plan of merger is divided or combined by a merger. See Texas Business Organizations Code 1.002
  • Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • Plan of conversion: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
  • Plan of exchange: means a document that conforms with the requirements of § 10. See Texas Business Organizations Code 1.002
  • Plan of merger: means a document that conforms with the requirements of Sections Texas Business Organizations Code 1.002
  • Presiding officer: A majority-party Senator who presides over the Senate and is charged with maintaining order and decorum, recognizing Members to speak, and interpreting the Senate's rules, practices and precedents.
  • Probate: Proving a will
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
  • 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.
  • Share: means a unit into which the ownership interest in a for-profit corporation, professional corporation, real estate investment trust, or professional association is divided, regardless of whether the share is certificated or uncertificated. See Texas Business Organizations Code 1.002
  • Subsidiary: means an organization for which another organization, either directly or indirectly through or with one or more of its other subsidiaries:
    (A) owns at least 50 percent of the outstanding ownership or membership interests of the organization; or
    (B) possesses at least 50 percent of the voting power of the owners or members of the organization. See Texas Business Organizations Code 1.002
  • written: means an expression of words, letters, characters, numbers, symbols, figures, or other textual information that is inscribed on a tangible medium or that is stored in an electronic or other medium that is retrievable in a perceivable form. See Texas Business Organizations Code 1.002