Sec. 19. A surviving corporation or successor corporation formed under this chapter may not sell, lease, exchange, mortgage, pledge, or otherwise sell all, or substantially all, of the surviving corporation‘s or successor corporation’s property unless the transaction is authorized by a resolution adopted at a meeting of the surviving corporation’s or successor corporation’s members duly called and held as provided in section 14 of this chapter. Unless otherwise provided in the surviving corporation’s or successor corporation’s bylaws or articles of incorporation, the resolution must receive the affirmative vote of:

(1) at least a majority of the total number of the surviving corporation’s or successor corporation’s members who either:

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Terms Used In Indiana Code 8-1-17.5-19

  • 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.
  • 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
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Property: includes personal and real property. See Indiana Code 1-1-4-5
  • successor corporation: means a corporation that is formed from a consolidation of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-5
  • surviving corporation: means the corporation that remains after a merger of two (2) or more corporations under this chapter. See Indiana Code 8-1-17.5-6
(A) are present in person and voting at the meeting held under this section; or

(B) as authorized under section 14(e) of this chapter, cast a vote before the date of the meeting; and

(2) at least a majority of the corporation’s directors who are present at a meeting of the board of directors called and held as provided in the surviving corporation’s or successor corporation’s bylaws or articles of incorporation.

As added by P.L.18-2010, SEC.1. Amended by P.L.42-2011, SEC.20; P.L.49-2018, SEC.11.

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