reglab/housing_qa huggingface dataset:
WY Stat § 17-16-1111 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1111 - Approval by Shareholders; Abandonment of Plan.

17-16-1111. Approval by shareholders; abandonment of plan.| (a) The board of directors of each corporation, upon approving the plan of consolidation, shall, by resolution, direct that the plan be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. Written or printed notice shall be given to each shareholder of record whether or not entitled to vote at the meeting, not less than twenty (20) days before the meeting, in the manner provided in this act for the giving of notice of meetings of shareholders, and shall state that the purpose or one (1) of the purposes of the meeting is to consider the proposed plan of consolidation, whether the meeting be an annual or a special meeting. A copy of a summary of the plan of consolidation shall be included in or enclosed with the notice.  (b) At the shareholder's meeting for each corporation, a vote of the shareholders shall be taken on the proposed plan. The plan shall be approved upon receiving the affirmative vote of the holders of at least a majority of the shares entitled to vote. However, if any class of shares of each corporation is entitled to vote as a class, the plan shall be approved upon receiving the affirmative vote of the holders of at least a majority of the shares of each class of shares entitled to vote as a class. Any class of shares of each corporation shall be entitled to vote as a class if the plan contains any provision which, if contained in a proposed amendment to articles of incorporation, would entitle the class of shares to vote as a class.  (c) After approval by a vote of the shareholders of each corporation, and at any time prior to the filing of the articles of consolidation, the consolidation may be abandoned pursuant to provisions of the articles of consolidation, if any, set forth in the plan.
WY Stat § 17-16-1112 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1112 - Articles of Consolidation.

17-16-1112. Articles of consolidation.| (a) Upon approval, articles of consolidation shall be delivered to the secretary of state for filing. The articles of consolidation shall set forth:  (i) The plan of consolidation;  (ii) As to each corporation the shareholders of which were required to vote on the plan, the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each class;  (iii) As to each corporation the shareholders of which were required to vote on the plan, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the plan respectively.
WY Stat § 17-16-1113 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1113 - Effect of Consolidation.

17-16-1113. Effect of consolidation.| (a) A consolidation becomes effective upon filing by the secretary of state, or on a later date, not more than thirty (30) days subsequent to filing the plan with the secretary of state, as shall be provided in the plan.  (b) When a consolidation takes effect:  (i) The several corporations party to the plan of consolidation are a single corporation, which is the new corporation provided for in the plan of consolidation;  (ii) The separate existence of all corporations party to the plan of consolidation except the new corporation ceases;  (iii) The new corporation has all the rights, privileges, immunities and powers and is subject to all the duties and liabilities of a corporation organized under this act;  (iv) The new corporation has all the rights, privileges, immunities and franchises, public or private, of each corporation party to the plan of consolidation. The title to all real estate and other property owned by each corporation party to the plan of consolidation is vested in the new corporation without reversion or impairment;  (v) The new corporation has all the liabilities and obligations of each corporation party to the plan of consolidation. Any claim existing or proceeding pending by or against any corporation party to the plan of consolidation may be continued as if the consolidation did not occur or the new corporation may be substituted for the corporation whose existence ceased. Neither the rights of creditors nor any liens upon the property of any corporation party to the plan of consolidation shall be impaired by the consolidation;  (vi) The statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this act shall be deemed to be the original articles of incorporation of the new corporation;  (vii) The shares of each corporation party to the plan of consolidation that are to be converted into shares, obligations or other securities of the new corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the plan of consolidation or to their rights under article 13 of this act.
WY Stat § 17-16-1114 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1114 - Consolidation of Domestic and Foreign Corporations.

17-16-1114. Consolidation of domestic and foreign corporations.| (a) One (1) or more foreign corporations and one (1) or more domestic corporations may be consolidated in the following manner, if the consolidation is permitted by the laws of the state under which each foreign corporation is organized:  (i) Each domestic corporation shall comply with the provisions of this act with respect to the consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;  (ii) If the new corporation in a consolidation is to be governed by the laws of any state other than Wyoming, it shall comply with the provisions of this act with respect to foreign corporations if it is to transact business in Wyoming, and in every case it shall file with the secretary of state of Wyoming:  (A) An agreement that it may be served with process in Wyoming in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the new corporation;  (B) An irrevocable appointment of the secretary of state of Wyoming as its agent to accept service of process in any such proceeding; and  (C) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this act with respect to the rights of dissenting shareholders.
WY Stat § 17-16-1115 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1115 - Conversion of Corporation to Limited Liability Company.

17-16-1115. Conversion of corporation to limited liability company.| (a) A domestic corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.  (b) A foreign corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.  (c) Repealed By Laws 2009, Ch. 115, § 3.  (d) After the conversion is approved by the shareholders, the limited liability company shall file articles of organization which satisfy the requirements of W.S. 17-29-201 and include:  (i) A statement that the corporation was converted to a limited liability company;  (ii) Its former name;  (iii) The state of formation and the date of organization; and  (iv) A statement of the number of votes cast by the shareholders for and against conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the articles of incorporation or bylaws.  (e) The conversion takes effect when the articles of organization are filed or at any later date specified in the articles.
WY Stat § 17-16-1116 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 11 - Merger, Share Exchange, Consolidation and Conversion|Section 17-16-1116 - Effect of Conversion.

17-16-1116. Effect of conversion.| (a) Upon conversion:  (i) All property owned by the corporation remains in the limited liability company;  (ii) All obligations of the converting corporation continue as obligations of the resulting limited liability company; and  (iii) An action or proceeding pending against the converting corporation may be continued as if the conversion had not occurred.
WY Stat § 17-16-1201 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 12 - Sale of Assets|Section 17-16-1201 - Disposition of Assets Not Requiring Shareholder Approval.

17-16-1201. Disposition of assets not requiring shareholder approval.| (a) No approval of the shareholders of a corporation is required unless the articles of incorporation otherwise provide:  (i) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;  (ii) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets whether or not in the usual and regular course of business; or  (iii) To transfer any or all of the corporation's assets to one (1) or more corporations or other entities all of the shares or interests of which are owned by the corporation; or  (iv) To distribute assets pro rata to the holders of one (1) or more classes or series of the corporation's shares.  (b) Repealed by Laws 2009, Ch. 115, § 3.
WY Stat § 17-16-1301 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1301 - Definitions.

17-16-1301. Definitions.| (a) As used in this article:  (i) "Beneficial shareholder" means the person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;  (ii) "Corporation" means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in W.S. 17-16-1322 through 17-16-1331, includes the surviving entity in a merger;  (iii) Repealed By Laws 2009, Ch. 115, § 3.  (iv) "Fair value" means the value of the corporation's shares determined:  (A) Immediately before the effectuation of the corporate action to which the shareholder objects;  (B) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and  (C) Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to W.S 17-16-1302(a)(v).  (v) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all the circumstances;  (vi) "Record shareholder" means the person in whose names shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;  (vii) "Shareholder" means the record shareholder or the beneficial shareholder.  (viii) "Affiliate" means a person that directly or indirectly through one (1) or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof;  (ix) "Beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two (2) or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group;  (x) "Preferred shares" means a class or series of shares whose holders have preference over any other class or series with respect to distributions.
WY Stat § 17-16-1303 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1303 - Assertion of Rights by Nominees and Beneficial Owners.

17-16-1303. Assertion of rights by nominees and beneficial owners.| (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder and notifies the corporation in writing of the name and address of each beneficial shareholder on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.  (b) A beneficial shareholder may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if the shareholder:  (i) Submits to the corporation the record shareholder's written consent to the assertion of those rights not later than the date provided in W.S. 17-16-1322(b)(ii)(B); and  (ii) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder.
WY Stat § 17-16-1320 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1320 - Notice of Appraisal Rights.

17-16-1320. Notice of appraisal rights.| (a) If proposed corporate action described in W.S. 17-16-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice shall state that corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this article. If the corporation concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.  (b) In a merger pursuant to W.S. 17-16-1105, the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice shall be sent within ten (10) days after the corporate action became effective and include the materials described in W.S. 17-16-1322.  (c) Where any corporate action specified in W.S. 17-16-1302(a) is to be approved by written consent of the shareholders pursuant to W.S. 17-16-704:  (i) Written notice that appraisal rights are, are not or may be available shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this article; and  (ii) Written notice that appraisal rights are, are not or may be available shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by W.S. 17-16-704(e) and (f), may include the materials described in W.S. 17-16-1322 and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this article.  (d) Where corporate action described in W.S. 17-16-1302(a) is proposed, or a merger pursuant to W.S 17-16-1105 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section shall be accompanied by:  (i) The annual financial statements specified in W.S. 17-16-1620(a) of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than sixteen (16) months before the date of the notice and shall comply with W.S. 17-16-1620(b); provided that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and  (ii) The latest available quarterly financial statements of such corporation, if any.  (e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.
WY Stat § 17-16-1321 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1321 - Notice of Intent to Demand Payment and Consequences of Voting or Consenting.

17-16-1321. Notice of intent to demand payment and consequences of voting or consenting.| (a) If proposed corporate action requiring appraisal under W.S. 17-16-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:  (i) Shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and  (ii) Shall not vote or cause or permit to be voted any shares of the class or series in favor of the proposed action.  (b) If a corporate action specified in W.S. 17-16-1302(a) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not execute a consent in favor of the proposed action with respect to that class or series of shares.  (c) A shareholder who does not satisfy the requirements of subsection (a) or (b) of this section is not entitled to payment for his shares under this article.
WY Stat § 17-16-1322 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1322 - Appraisal Notice and Form.

17-16-1322. Appraisal notice and form.| (a) If corporate action requiring appraisal under W.S. 17-16-1302(a) becomes effective, the corporation shall deliver a written appraisal notice to all shareholders who satisfied the requirements of W.S. 17-16-1321(a) or (b). In the case of a merger under W.S. 17-16-1105, the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.  (b) The appraisal notice shall be sent no later than ten (10) days after the corporate action specified in W.S. 17-16-1302(a) became effective, and shall:  (i) Supply a form that:  (A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action; and  (B) If such announcement was made, requires that the shareholder asserting appraisal rights certify whether beneficial ownership of the shares for which appraisal rights are asserted was acquired before that date; and  (C) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction.  (ii) State:  (A) Where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates shall be deposited, which date may not be earlier than the date for receiving the required form under subparagraph (B) of this paragraph;  (B) Date by which the corporation shall receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the appraisal notice and form are sent pursuant to subsection (a) of this section, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;  (C) The corporation's estimate of the fair value of the shares;  (D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subparagraph (B) of this paragraph the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and  (E) The date by which the notice to withdraw under W.S. 17-16-1323 must be received, which date shall be within twenty (20) days after the date specified in subparagraph (B) of this paragraph.  (iii) Be accompanied by a copy of this article.