reglab/housing_qa huggingface dataset:
UT Code § 16-10a-1102 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1102 - Share exchange.

16-10a-1102. Share exchange.    (1) A domestic corporation may acquire all of the outstanding shares of one or more classes or series of one or more domestic corporations if the board of directors of each corporation adopts a plan of share exchange and the shareholders of the corporation, if required by Section 16-10a-1103, approve the plan of share exchange.     (2) The plan of share exchange referred to in Subsection (1) shall set forth:   (a) the name of each corporation whose shares will be acquired and the name of the acquiring corporation;     (b) the terms and conditions of the share exchange; and     (c) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for money or other property in whole or part.       (3) The plan of share exchange may set forth other provisions relating to the share exchange.     (4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange of shares or otherwise.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1104 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1104 - Merger of parent and subsidiary.

16-10a-1104. Merger of parent and subsidiary.    (1) By complying with the provision of this section, a parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation may either merge the subsidiary into itself or merge itself into the subsidiary.     (2) The board of directors of the parent shall adopt and its shareholders, if required by Subsection (3), shall approve a plan of merger that sets forth:   (a) the names of the parent and subsidiary and the name of the surviving entity;     (b) the terms and conditions of the merger;     (c) the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into money or other property in whole or part;     (d) any amendments to the articles of incorporation of the surviving corporation to be effected by the merger; and     (e) any other provisions relating to the merger as may be determined to be necessary or desirable.       (3) A vote of the shareholders of the subsidiary is not required with respect to the merger. If the subsidiary will be the surviving corporation, the approval of the shareholders of the parent shall be sought in the manner provided in Subsections 16-10a-1103(1) through (6). If the parent will be the surviving corporation, no vote of its shareholders is required if all of the provisions of Subsection 16-10a-1103(7) are met with respect to the merger. If all the provisions are not met, the approval of the shareholders of the parent shall be sought in the manner provided in Subsections 16-10a-1103(1) through (6).     (4) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary (other than the parent) who does not waive this mailing requirement in writing.     (5) The effective date of the merger may not be earlier than the date on which all shareholders of the subsidiary waived the mailing requirement of Subsection (4) or 10 days after the date the parent mailed a copy or summary of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.    Amended by Chapter 184, 1993 General Session
UT Code § 16-10a-1105 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1105 - Articles of merger or share exchange.

16-10a-1105. Articles of merger or share exchange.    (1) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the division for filing articles of merger or share exchange setting forth:   (a) the plan of merger or share exchange;     (b) if shareholder approval was not required, a statement to that effect;     (c) if approval of the shareholders of one or more corporations party to the merger or share exchange was required:   (i) the designation and number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and     (ii) either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number of votes cast for the plan by each voting group entitled to vote separately was sufficient for approval by that voting group; and       (d) if the merger is being effected pursuant to Section 16-10a-1104:   (i) a statement that immediately prior to the merger the parent owned at least 90% of the outstanding shares of each class of the subsidiary; and     (ii) the effective date of the merger and a statement that the effective date complies with Subsection 16-10a-1104(5).         (2) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange, which may not be prior to the date of filing.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1106 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1106 - Effect of merger or share exchange.

 Effective 5/13/2014  16-10a-1106. Effect of merger or share exchange.    (1) When a merger takes effect:   (a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases.     (b) The title to all real estate and other property owned by each corporation party to the merger is transferred to and vested in the surviving corporation without reversion or impairment. The transfer to and vesting in the surviving corporation occurs by operation of law. No consent or approval of any other person is required in connection with the transfer or vesting unless consent or approval is specifically required in the event of merger by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the corporations so merged is a party or by which it is bound.     (c) The surviving corporation has all liabilities of each corporation party to the merger.     (d) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur, or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.     (e) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.     (f) The shares of each corporation party to the merger, which are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into money or other property, are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under Part 13, Dissenters' Rights.       (2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Part 13, Dissenters' Rights.    Amended by Chapter 189, 2014 General Session
UT Code § 16-10a-1107 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 11 - Merger and Share Exchange|Section 1107 - Merger or share exchange with foreign corporations.

16-10a-1107. Merger or share exchange with foreign corporations.    (1) A domestic corporation may merge with a foreign entity or enter into a share exchange with a foreign corporation if:   (a) in a merger, the merger is permitted by the law of the state or country under whose law the foreign entity is incorporated or organized and the foreign entity complies with that law in effecting the merger;     (b) in a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;     (c) the foreign corporation complies with Section 16-10a-1105 if it is the surviving corporation of the merger or the acquiring corporation of the share exchange, and provides, in addition to the information required by Section 16-10a-1105, the address of its principal office; and     (d) the domestic corporation complies with:   (i) the applicable provisions of Sections 16-10a-1101 through 16-10a-1104; and     (ii) if it is the surviving corporation of the merger, Section 16-10a-1105.         (2) Upon the merger or share exchange taking effect, the surviving foreign entity of a merger and the acquiring foreign corporation of a share exchange shall either:   (a) agree that service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights may be made in the manner provided in Section 16-17-301;     (b) promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Part 13, Dissenters' Rights; and     (c) comply with Part 15, Authority of Foreign Corporation to Transact Business, if it is to transact business in this state.       (3) Service effected pursuant to Subsection (2) is perfected at the earliest of:   (a) the date the foreign entity receives the process, notice, or demand;     (b) the date shown on the return receipt, if signed on behalf of the foreign entity; or     (c) five days after mailing.       (4) Subsection (2) does not prescribe the only means, or necessarily the required means, of serving a surviving foreign entity of a merger or an acquiring foreign corporation in a share exchange.     (5) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange of shares or otherwise.    Amended by Chapter 244, 2011 General Session
UT Code § 16-10a-1201 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 12 - Sale of Property|Section 1201 - Sale or mortgage of property without shareholder approval.

16-10a-1201. Sale or mortgage of property without shareholder approval.    (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:   (a) sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business or in a transaction not requiring shareholder approval as provided in Section 16-10a-1202;     (b) mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or     (c) transfer any or all of its property to a corporation all the shares of which are owned by the corporation.       (2) Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in Subsection (1) is not required.    Enacted by Chapter 277, 1992 General Session
UT Code § 16-10a-1301 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1301 - Definitions.

 Effective 5/13/2014  16-10a-1301. Definitions.  For purposes of Part 13, Dissenters' Rights:  (1) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.     (2) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.     (3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 16-10a-1302 and who exercises that right when and in the manner required by Sections 16-10a-1320 through 16-10a-1328.     (4) "Fair value" with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action.     (5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the statutory rate set forth in Section 15-1-1, compounded annually.     (6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares that are registered in the name of a nominee to the extent the beneficial owner is recognized by the corporation as the shareholder as provided in Section 16-10a-723.     (7) "Shareholder" means the record shareholder or the beneficial shareholder.    Amended by Chapter 189, 2014 General Session
UT Code § 16-10a-1303 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1303 - Dissent by nominees and beneficial owners.

16-10a-1303. Dissent by nominees and beneficial owners.    (1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his name only if the shareholder dissents with respect to all shares beneficially owned by any one person and causes the corporation to receive written notice which states the dissent and the name and address of each person on whose behalf dissenters' rights are being asserted. The rights of a partial dissenter under this subsection are determined as if the shares as to which the shareholder dissents and the other shares held of record by him were registered in the names of different shareholders.     (2) A beneficial shareholder may assert dissenters' rights as to shares held on his behalf only if:   (a) the beneficial shareholder causes the corporation to receive the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and     (b) the beneficial shareholder dissents with respect to all shares of which he is the beneficial shareholder.       (3) The corporation may require that, when a record shareholder dissents with respect to the shares held by any one or more beneficial shareholders, each beneficial shareholder shall certify to the corporation that both he and the record shareholders of all shares owned beneficially by him have asserted, or will timely assert, dissenters' rights as to all the shares unlimited on the ability to exercise dissenters' rights. The certification requirement shall be stated in the dissenters' notice given pursuant to Section 16-10a-1322.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1320 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1320 - Notice of dissenters' rights.

16-10a-1320. Notice of dissenters' rights.    (1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall be sent to all shareholders of the corporation as of the applicable record date, whether or not they are entitled to vote at the meeting. The notice shall state that shareholders are or may be entitled to assert dissenters' rights under this part. The notice shall be accompanied by a copy of this part and the materials, if any, that under this chapter are required to be given the shareholders entitled to vote on the proposed action at the meeting. Failure to give notice as required by this subsection does not affect any action taken at the shareholders' meeting for which the notice was to have been given.     (2) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized without a meeting of shareholders pursuant to Section 16-10a-704, any written or oral solicitation of a shareholder to execute a written consent to the action contemplated by Section 16-10a-704 shall be accompanied or preceded by a written notice stating that shareholders are or may be entitled to assert dissenters' rights under this part, by a copy of this part, and by the materials, if any, that under this chapter would have been required to be given to shareholders entitled to vote on the proposed action if the proposed action were submitted to a vote at a shareholders' meeting. Failure to give written notice as provided by this subsection does not affect any action taken pursuant to Section 16-10a-704 for which the notice was to have been given.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1321 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1321 - Demand for payment -- Eligibility and notice of intent.

16-10a-1321. Demand for payment -- Eligibility and notice of intent.    (1) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights:   (a) shall cause the corporation to receive, before the vote is taken, written notice of his intent to demand payment for shares if the proposed action is effectuated; and     (b) may not vote any of his shares in favor of the proposed action.       (2) If a proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized without a meeting of shareholders pursuant to Section 16-10a-704, a shareholder who wishes to assert dissenters' rights may not execute a writing consenting to the proposed corporate action.     (3) In order to be entitled to payment for shares under this part, unless otherwise provided in the articles of incorporation, bylaws, or a resolution adopted by the board of directors, a shareholder shall have been a shareholder with respect to the shares for which payment is demanded as of the date the proposed corporate action creating dissenters' rights under Section 16-10a-1302 is approved by the shareholders, if shareholder approval is required, or as of the effective date of the corporate action if the corporate action is authorized other than by a vote of shareholders.     (4) A shareholder who does not satisfy the requirements of Subsections (1) through (3) is not entitled to payment for shares under this part.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1322 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1322 - Dissenters' notice.

16-10a-1322. Dissenters' notice.    (1) If proposed corporate action creating dissenters' rights under Section 16-10a-1302 is authorized, the corporation shall give a written dissenters' notice to all shareholders who are entitled to demand payment for their shares under this part.     (2) The dissenters' notice required by Subsection (1) shall be sent no later than 10 days after the effective date of the corporate action creating dissenters' rights under Section 16-10a-1302, and shall:   (a) state that the corporate action was authorized and the effective date or proposed effective date of the corporate action;     (b) state an address at which the corporation will receive payment demands and an address at which certificates for certificated shares shall be deposited;     (c) inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received;     (d) supply a form for demanding payment, which form requests a dissenter to state an address to which payment is to be made;     (e) set a date by which the corporation must receive the payment demand and by which certificates for certificated shares must be deposited at the address indicated in the dissenters' notice, which dates may not be fewer than 30 nor more than 70 days after the date the dissenters' notice required by Subsection (1) is given;     (f) state the requirement contemplated by Subsection 16-10a-1303(3), if the requirement is imposed; and     (g) be accompanied by a copy of this part.      Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1323 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1323 - Procedure to demand payment.

16-10a-1323. Procedure to demand payment.    (1) A shareholder who is given a dissenters' notice described in Section 16-10a-1322, who meets the requirements of Section 16-10a-1321, and wishes to assert dissenters' rights shall, in accordance with the terms of the dissenters' notice:   (a) cause the corporation to receive a payment demand, which may be the payment demand form contemplated in Subsection 16-10a-1322(2)(d), duly completed, or may be stated in another writing;     (b) deposit certificates for his certificated shares in accordance with the terms of the dissenters' notice; and     (c) if required by the corporation in the dissenters' notice described in Section 16-10a-1322, as contemplated by Section 16-10a-1327, certify in writing, in or with the payment demand, whether or not he or the person on whose behalf he asserts dissenters' rights acquired beneficial ownership of the shares before the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action creating dissenters' rights under Section 16-10a-1302.       (2) A shareholder who demands payment in accordance with Subsection (1) retains all rights of a shareholder except the right to transfer the shares until the effective date of the proposed corporate action giving rise to the exercise of dissenters' rights and has only the right to receive payment for the shares after the effective date of the corporate action.     (3) A shareholder who does not demand payment and deposit share certificates as required, by the date or dates set in the dissenters' notice, is not entitled to payment for shares under this part.    Amended by Chapter 378, 2010 General Session
UT Code § 16-10a-1324 (2021)
2021 Utah Code|Title 16 - Corporations|Chapter 10a - Utah Revised Business Corporation Act|Part 13 - Dissenters' Rights|Section 1324 - Uncertificated shares.

16-10a-1324. Uncertificated shares.    (1) Upon receipt of a demand for payment under Section 16-10a-1323 from a shareholder holding uncertificated shares, and in lieu of the deposit of certificates representing the shares, the corporation may restrict the transfer of the shares until the proposed corporate action is taken or the restrictions are released under Section 16-10a-1326.     (2) In all other respects, the provisions of Section 16-10a-1323 apply to shareholders who own uncertificated shares.    Enacted by Chapter 277, 1992 General Session