Texas Business Organizations Code

§ 21.452 — APPROVAL OF MERGER

BO § 21.452Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. J. FUNDAMENTAL BUSINESS TRANSACTIONS

Statute text

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(a)A corporation that is a party to the merger under Chapter 10 must approve the merger by complying with this section.

(b)The board of directors of the corporation shall adopt a resolution that:

(1)approves the plan of merger; and

(2)if shareholder approval of the merger is required by this subchapter:

(A)recommends that the plan of merger be approved by the shareholders of the corporation; or

(B)directs that the plan of merger be submitted to the shareholders for approval without recommendation if the board of directors determines for any reason not to recommend approval of the plan of merger.

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Legislative history

Acts 2005, 79th Leg., Ch. 64 (H.B. 1319), Sec. 61, eff. January 1, 2006. Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 80, eff. September 1, 2007.