Texas Business Organizations Code

§ 21.458 — CLASS VOTING REQUIREMENTS FOR CERTAIN FUNDAMENTAL BUSINESS TRANSACTIONS

BO § 21.458Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. J. FUNDAMENTAL BUSINESS TRANSACTIONS

Statute text

(a)Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if:

(1)that class or series of shares is, under the plan of merger or conversion, to be converted into or exchanged for other securities, interests, obligations, rights to acquire shares, interests, or other securities, cash, property, or any combination of the items described by this subdivision;

(2)the plan of merger or conversion contains a provision that would require approval by that class or series of shares under Section 21.364 if the provision was contained in a proposed amendment to the corporation's certificate of formation; or

(3)that class or series of shares is entitled under the certificate of formation to vote as a class or series on the plan of merger or conversion.

(b)Separate voting by a class or series of shares of a corporation is required for approval of a plan of exchange if:

(1)shares of that class or series are to be exchanged under the terms of the plan of exchange; or

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Legislative history

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 12, eff. September 1, 2017.