reglab/housing_qa huggingface dataset:
15 PA Cons Stat § 327 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 327 - Approval by business trust

§ 327. Approval by business trust. (a) General rule.--Except as provided in subsection (b), a plan shall be approved in the case of a domestic business trust as follows:  (1) in the manner provided in its organic rules for the type of plan involved; (2) if its organic rules do not provide for approval of the type of plan involved, in the manner provided in its organic rules for approval of a plan of merger; or  (3) if its organic rules do not provide for approval of the type of plan involved or a plan of merger, the plan shall be approved by all of the beneficial owners.  (b) Adoption of plan of merger without beneficiary vote.--Unless otherwise required by the organic rules, a plan of merger providing for the merger of a domestic business trust (referred to in this paragraph as the "constituent trust") with or into a single indirect wholly owned subsidiary (referred to in this paragraph as the "subsidiary trust") of the constituent trust shall not require the approval of the beneficiaries of the constituent trust if all of the following provisions are satisfied:  (1) The constituent trust and the subsidiary trust are the only parties to the merger, other than a surviving association created in the merger.  (2) Each interest in the constituent trust outstanding immediately prior to the effectiveness of the merger is converted in the merger into an interest in the holding trust having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the interests in the constituent trust being converted in the merger.  (3) The holding trust and the surviving association are each domestic business trusts. (4) Immediately following the effectiveness of the merger, the instrument and organic rules of the holding trust are identical to the instrument and organic rules of the constituent trust immediately before the effectiveness of the merger, except for changes that could be made without beneficiary approval under Chapter 95 (relating to business trusts).  (5) Immediately following the effectiveness of the merger, the surviving association is a direct or indirect wholly owned subsidiary of the holding trust.  (6) The trustees of the constituent trust become or remain the trustees of the holding trust on the effectiveness of the merger.  (7) The trustees of the constituent trust have made a good faith determination that the beneficiaries of the constituent trust will not recognize gain or loss for United States Federal income tax purposes.  (8) As used in this subsection only, the term "holding trust" means a business trust that, from its formation until consummation of the merger governed by this subsection, was at all times a direct wholly owned subsidiary of the constituent trust and the interests in which are issued in the merger.  (c) Cross reference.--See section 3304(b) (relating to election of benefit corporation status).
15 PA Cons Stat § 328 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 328 - Approval by unincorporated nonprofit association

§ 328. Approval by unincorporated nonprofit association. (a) General rule.--Except as provided in the governing principles, a plan shall be approved in the case of a domestic unincorporated nonprofit association by the affirmative vote of at least a majority of the votes cast at a meeting of the members.  (b) Cross reference.--See section 3304(b) (relating to election of benefit corporation status).
15 PA Cons Stat § 330 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 330 - Alternative means of approval of transactions

§ 330. Alternative means of approval of transactions. (a) General rule.--Except as provided in subsection (b) or the organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders satisfies the requirements of this chapter for approval of the transaction.  (b) Exception.--Subsection (a) shall not apply to a nonprofit corporation.    Cross References. Section 330 is referred to in sections 321, 325 of this title.
15 PA Cons Stat § 331 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 331 - Merger authorized

§ 331. Merger authorized. (a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter:  (1) One or more domestic entities may merge with one or more domestic entities or foreign associations into a surviving association.  (2) Two or more foreign associations may merge into a surviving association that is a domestic entity.  (3) A domestic banking institution may be a merging association or surviving association in a merger with one or more domestic or foreign associations if the surviving association or at least one of the merging associations is a domestic entity.  (b) Foreign law authorization required.--By complying with the applicable provisions of this subchapter, a foreign association may be a party to a merger under this subchapter or may be the surviving association in such a merger if the merger is authorized by the laws of the jurisdiction of formation of the foreign association.  (c) Banking institutions.--Subsection (a)(3) controls over any inconsistent provision of the organic law of a domestic banking institution that is a merging association.  (d) Exception.--A health maintenance organization may be a merging association only if the surviving association is a health maintenance organization.  (e) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).
15 PA Cons Stat § 332 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 332 - Plan of merger

§ 332. Plan of merger. (a) General rule.--A domestic entity may become a party to a merger by approving a plan of merger. The plan shall be in record form and contain all of the following:  (1) As to each merging association, its name, jurisdiction of formation and type. (2) If the surviving association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation and type.  (3) The manner, if any, of: (i) converting some or all of the interests in a merging association into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or  (ii) canceling some or all of the interests in a merging association. (4) If the surviving association exists before the merger, any proposed amendments to: (i) its public organic record, if any; or (ii) its private organic rules that are or are proposed to be in record form. (5) If the surviving association is to be created in the merger: (i) its proposed public organic record, if any; and (ii) the full text of its private organic rules that are proposed to be in record form. (6) Provisions, if any, providing special treatment of interests in a merging association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).  (7) The other terms and conditions of the merger. (8) Any other provision required by: (i) the laws of this Commonwealth; (ii) the laws of the jurisdiction of formation of a foreign merging or surviving association; or  (iii) the organic rules of a merging association. (b) Optional contents.--In addition to the requirements of subsection (a), a plan of merger may contain any other provision not prohibited by law.  (c) Cross reference.--See section 316 (relating to contents of plan).    Cross References. Section 332 is referred to in sections 8415, 8615, 8815 of this title.
15 PA Cons Stat § 333 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 333 - Approval of merger

§ 333. Approval of merger. (a) Approval by domestic entities.--A plan of merger shall not be effective unless it has been approved in both of the following ways:  (1) The plan is approved by a domestic entity that is a merging association in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).  (2) The plan is approved in record form by each interest holder, if any, of a domestic entity that is a merging association that will have interest holder liability for debts, obligations and other liabilities that arise after the merger becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:  (i) The organic rules of the domestic entity provide in record form for the approval of a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.  (ii) The interest holder consented in record form to or voted for that provision of the organic rules or became an interest holder after the adoption of that provision.  (b) Approval by foreign associations.--A merger under this subchapter in which a foreign association is a merging association is not effective unless the merger is approved by the foreign association in accordance with the laws of its jurisdiction of formation.  (c) Approval by domestic banking institutions.--A merger under this subchapter in which a domestic banking institution that is not a domestic entity is a merging association is not effective unless the merger is approved by the domestic banking institution in accordance with the requirements in its organic laws and organic rules for approval of a merger.  (d) Dissenters rights.-- (1) Except as provided in paragraph (2), if a shareholder of a domestic business corporation that is to be a merging association objects to the plan of merger and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.  (2) Except as provided under section 317 (relating to contractual dissenters rights in entity transactions), dissenters rights shall not be available to shareholders of a domestic business corporation that is a merging association in a merger described in section 321(d)(1)(i) or (4) (relating to approval by business corporation).  (3) If a shareholder of a domestic banking institution that is to be a merging association objects to the plan of merger and complies with section 1222 of the act of November 30, 1965 (P.L.847, No.356), known as the Banking Code of 1965, the shareholder shall be entitled to the rights provided in that section.  (4) See section 329 (relating to special treatment of interest holders).   Cross References. Section 333 is referred to in sections 336, 1571, 8415, 8615, 8815 of this title.
15 PA Cons Stat § 334 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 334 - Amendment or abandonment of plan of merger

§ 334. Amendment or abandonment of plan of merger. (a) General rule.--A plan of merger may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.  (b) Approval of amendment.--A domestic entity that is a merging association may approve an amendment of a plan of merger in one of the following ways:  (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.  (2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:  (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan.  (ii) The public organic record, if any, or private organic rules of the surviving association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving association under its organic law or organic rules.  (iii) Any other terms or conditions of the plan, if the change would: (A) increase the interest holder liability to which the interest holder will be subject; or  (B) otherwise adversely affect the interest holder in any material respect. (c) Approval of abandonment.--After a plan of merger has been approved by a domestic entity that is a merging association and before a statement of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is a merging association may abandon the plan in the same manner as the plan was approved.  (d) Statement of abandonment.--If a plan of merger is abandoned after a statement of merger has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by a party to the plan, must be delivered to the department for filing before the statement of merger becomes effective.
15 PA Cons Stat § 341 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 341 - Interest exchange authorized

§ 341. Interest exchange authorized. (a) General rule.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this subchapter:  (1) A domestic or foreign association may acquire all of one or more classes or series of interests of a domestic entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.  (2) A domestic entity may acquire all of one or more classes or series of interests of a foreign association in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities or any combination of the foregoing.  (b) Foreign associations.--By complying with the applicable provisions of this subchapter:  (1) A foreign association may be the acquiring association in an interest exchange under this subchapter regardless of whether the laws of its jurisdiction of formation authorizes an interest exchange.  (2) A foreign association may be the acquired association in an interest exchange under this subchapter only if the interest exchange is authorized by the laws of its jurisdiction of formation.  (c) Protected agreements.--If a protected agreement of a domestic entity other than a business corporation contains a provision that applies to a merger of the entity but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired association as if the interest exchange were a merger until the provision is amended after July 1, 2015.  (d) Excluded entities.--The following domestic entities shall not be the acquired association in an interest exchange:  (1) a health maintenance organization; (2) a hospital plan corporation; or (3) a professional health service organization. (e) Transitional provision.--A reference to a share exchange in a provision of the organic rules of a domestic business corporation which took effect before July 1, 2015, shall be deemed to include an interest exchange.  (f) Cross reference.--See section 314 (relating to regulatory conditions and required notices and approvals).    Cross References. Section 341 is referred to in section 1106 of this title.
15 PA Cons Stat § 342 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 342 - Plan of interest exchange

§ 342. Plan of interest exchange. (a) General rule.--A domestic entity may be the acquired association in an interest exchange under this chapter by approving a plan of interest exchange. The plan shall be in record form and contain all of the following:  (1) The name and type of the acquired association. (2) The name, jurisdiction of formation and type of the acquiring association. (3) The manner of: (i) exchanging the interests in the acquired association to be acquired in the interest exchange into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; and  (ii) canceling, if desired, some or all other interests in the acquired association. (4) Any proposed amendments to: (i) the public organic record, if any, of the acquired association; and (ii) the private organic rules of the acquired association that are or are proposed to be in record form.  (5) Provisions, if any, providing special treatment of interests in the acquired association held by any interest holder or group of interest holders as authorized by and subject to section 329 (relating to special treatment of interest holders).  (6) The other terms and conditions of the interest exchange. (7) Any other provision required by: (i) the laws of this Commonwealth; or (ii) the organic rules of the acquired association. (b) Optional contents.--In addition to the requirements of subsection (a), a plan of interest exchange may contain any other provision not prohibited by law.  (c) Cross reference.--See section 316(c) (relating to contents of plan).    Cross References. Section 342 is referred to in sections 8415, 8615, 8815 of this title.
15 PA Cons Stat § 343 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 343 - Approval of interest exchange

§ 343. Approval of interest exchange. (a) Approval by domestic entities.--A plan of interest exchange in which the acquired association is a domestic entity shall not be effective unless it has been approved in the following ways:  (1) By the acquired domestic entity in accordance with the applicable provisions of Subchapter B (relating to approval of entity transactions).  (2) In record form, by each interest holder of the acquired domestic entity that will have interest holder liability for debts, obligations and other liabilities that arise after the interest exchange becomes effective, unless, as to an interest holder that does not approve the plan, both of the following apply:  (i) The organic rules of the entity provide in record form for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders.  (ii) The interest holder voted for or consented in record form to that provision of the organic rules or became an interest holder after the adoption of that provision.  (3) Except as provided in the organic rules of the domestic entity, by the following class votes:  (i) the holders of any class or series of interests of the acquired association to be exchanged or canceled shall be entitled to vote as a class on the plan; and  (ii) the holders of any class or series of interests of the acquired association shall be entitled to vote as a class on the plan if the plan effects any change in the organic rules and those holders would have been entitled to vote as a class if the change had been made in any other manner.  (b) Approval by foreign associations.--An interest exchange in which the acquired association is a foreign association is not effective unless it is approved by the foreign association in accordance with the laws of its jurisdiction of formation.  (c) Acquiring association.--Except as provided in its organic law or organic rules, the interest holders of the acquiring association are not required to approve the interest exchange.  (d) Dissenters rights.--If a shareholder of a domestic business corporation that is to be the acquired association in an interest exchange objects to the plan of exchange and complies with Subchapter D of Chapter 15 (relating to dissenters rights), the shareholder shall be entitled to dissenters rights to the extent provided in that subchapter.  (e) Cross references.--See sections 317 (relating to contractual dissenters rights in entity transactions) and 329(c) (relating to special treatment of interest holders).    Cross References. Section 343 is referred to in sections 346, 1571, 8415, 8615, 8815 of this title.
15 PA Cons Stat § 344 (2021)
2021 Pennsylvania Consolidated & Unconsolidated Statutes|Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS|Chapter 3 - Entity Transactions|Section 344 - Amendment or abandonment of plan of interest exchange

§ 344. Amendment or abandonment of plan of interest exchange. (a) General rule.--A plan of interest exchange may be amended or abandoned only with the consent of each party to the plan, except as otherwise provided in the plan.  (b) Approval of amendment.--A domestic entity that is the acquired association may approve an amendment of a plan of interest exchange in one of the following ways:  (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended.  (2) By its governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change any of the following:  (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the entity under the plan.  (ii) The public organic record, if any, or private organic rules of the entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the entity under its organic law or organic rules.  (iii) Any other terms or conditions of the plan, if the change would: (A) increase the interest holder liability to which the interest holder will be subject; or  (B) otherwise adversely affect the interest holder in any material respect. (c) Approval of abandonment.--After a plan of interest exchange has been approved by a domestic entity that is the acquired entity and before a statement of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic entity that is the acquired association may abandon the plan in the same manner as the plan was approved.  (d) Statement of abandonment.--If a plan of interest exchange is abandoned after a statement of interest exchange has been delivered to the department for filing and before the statement becomes effective, a statement of abandonment under section 141 (relating to abandonment of filing before effectiveness), signed by the acquired association, must be delivered to the department for filing before the time the statement of interest exchange becomes effective.