§ 200.401 Definitions
§ 200.402 Approval of Merger
§ 200.403 Approval of Conversion
§ 200.404 Approval of Exchange
§ 200.405 Approval of Sale of All or Substantially All of Assets
§ 200.406 General Procedure for Submission to Shareholders of Fundamental Business Transaction
§ 200.407 General Vote Requirement for Approval of Fundamental Business Transaction
§ 200.408 Class Voting Requirements for Certain Fundamental Business Transactions
§ 200.409 No Shareholder Vote Requirement for Certain Fundamental Business Transactions
§ 200.410 Rights of Dissent and Appraisal

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Terms Used In Texas Business Organizations Code Chapter 200 > Subchapter I - Fundamental Business Transactions

  • 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.
  • 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
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • 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
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • 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
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • 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
  • 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
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Property: includes tangible and intangible property and an interest in that property. See Texas Business Organizations Code 1.002
  • Real estate investment trust: means an entity governed as a real estate investment trust under Title 5. See Texas Business Organizations Code 1.002
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Venue: The geographical location in which a case is tried.