Texas Business Organizations Code

§ 10.003 — CONTENTS OF PLAN OF MERGER: MORE THAN ONE SUCCESSOR

BO § 10.003Title 1. GENERAL PROVISIONS · Ch. 10. MERGERS, INTEREST EXCHANGES, CONVERSIONS, AND SALES OF ASSETS · Art. A. MERGERS

Statute text

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If more than one organization is to survive or to be created by the plan of merger, the plan of merger must include:

(1)the manner and basis of allocating and vesting the property of each organization that is a party to the merger among one or more of the surviving or new organizations;

(2)the name of each surviving or new organization that is primarily obligated for the payment of the fair value of an ownership or membership interest of an owner or member of a domestic entity subject to dissenters' rights that is a party to the merger and who complies with the requirements for dissent and appraisal under this code applicable to the domestic entity; and

(3)the manner and basis of allocating each liability and obligation of each organization that is a party to the merger, or adequate provisions for the payment and discharge of each liability and obligation, among one or more of the surviving or new organizations.

Legislative history

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.