reglab/housing_qa huggingface dataset:
TX Bus Orgs § 10.303 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter G. Bankruptcy Reorganization|Section 10.303. Reorganization With Other Entities

Sec. 10.303.  REORGANIZATION WITH OTHER ENTITIES.  If a domestic entity or non-code organization that is not being reorganized under a federal statute merges or exchanges an interest with a domestic entity that is being reorganized under a plan of reorganization under a federal statute:(1)  Subchapters A, B, D, E, and H apply to the domestic entity or non-code organization that is not being reorganized to the same extent those subchapters would apply if the domestic entity or non-code organization were merging or engaging in an interest exchange with a domestic entity that is not being reorganized, except as otherwise provided by the plan of reorganization ordered by a court under the federal statute;(2)  Subchapter H applies to a subsidiary organization that is not being reorganized to the same extent that subchapter would apply if the subsidiary organization were merging with a parent organization that is not being reorganized;(3)  on the receipt of all required authorization for all action required by this code for each domestic entity that is a party to the plan of merger or exchange that is not being reorganized and all action by each domestic entity or non-code organization that is a party to the plan of merger or exchange required by the laws of the entity's or organization's jurisdiction of formation and governing documents, a certificate of merger or exchange shall be signed by each domestic entity or non-code organization that is a party to the merger or exchange other than the domestic entity that is being reorganized as provided by Section 10.151 and on behalf of the domestic entity that is being reorganized by the persons specified in Section 10.302;(4)  the certificate of merger or exchange must contain the information required by Section 10.302(2);(5)  the certificate of merger or exchange must be filed in the manner provided by Section 10.153;  and(6)  on the acceptance for filing of the certificate of merger or exchange in accordance with Subchapter D, the merger or interest exchange, when effective, has the same effect as if it had been adopted by unanimous action of the governing authority and owners or members of the domestic entity being reorganized, and the effectiveness of the merger or interest exchange is determined as provided by Section 10.007 or 10.054.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.304 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter G. Bankruptcy Reorganization|Section 10.304. Right of Dissent and Appraisal Excluded

Sec. 10.304.  RIGHT OF DISSENT AND APPRAISAL EXCLUDED.  An owner or member of a domestic entity subject to dissenters' rights being reorganized under a federal statute does not have a right to dissent and appraisal under this code except as provided by the plan of reorganization.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.305 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter G. Bankruptcy Reorganization|Section 10.305. After Final Decree

Sec. 10.305.  AFTER FINAL DECREE.  This subchapter does not apply after the entry of a final decree in a reorganization case under a federal statute even though the court that renders the decree may retain jurisdiction of the case for limited purposes unrelated to consummation of the plan of reorganization.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.306 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter G. Bankruptcy Reorganization|Section 10.306. Chapter Cumulative of Other Changes

Sec. 10.306.  CHAPTER CUMULATIVE OF OTHER CHANGES.  This chapter does not preclude other changes in a domestic entity or its ownership or membership interests or securities by a plan of reorganization ordered by a court under a federal statute.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.351 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.351. Applicability of Subchapter

Sec. 10.351.  APPLICABILITY OF SUBCHAPTER.  (a)  This subchapter does not apply to a fundamental business transaction of a domestic entity if, immediately before the effective date of the fundamental business transaction, all of the ownership interests of the entity otherwise entitled to rights to dissent and appraisal under this code are held by one owner or only by the owners who approved the fundamental business transaction.(b)  This subchapter applies only to a "domestic entity subject to dissenters' rights," as defined in Section 1.002.  That term includes a domestic for-profit corporation, professional corporation, professional association, and real estate investment trust.  Except as provided in Subsection (c), that term does not include a partnership or limited liability company.(c)  The governing documents of a partnership or a limited liability company may provide that its owners are entitled to the rights of dissent and appraisal provided by this subchapter, subject to any modification to those rights as provided by the entity's governing documents.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 56, eff. September 1, 2007.|
TX Bus Orgs § 10.352 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.352. Definitions

Sec. 10.352.  DEFINITIONS.  In this subchapter:(1)  "Dissenting owner" means an owner of an ownership interest in a domestic entity subject to dissenters' rights who:(A)  provides notice under Section 10.356;  and(B)  complies with the requirements for perfecting that owner's right to dissent under this subchapter.(2)  "Responsible organization" means:(A)  the organization responsible for:(i)  the provision of notices under this subchapter; and(ii)  the primary obligation of paying the fair value for an ownership interest held by a dissenting owner;(B)  with respect to a merger or conversion:(i)  for matters occurring before the merger or conversion, the organization that is merging or converting; and(ii)  for matters occurring after the merger or conversion, the surviving or new organization that is primarily obligated for the payment of the fair value of the dissenting owner's ownership interest in the merger or conversion;(C)  with respect to an interest exchange, the organization the ownership interests of which are being acquired in the interest exchange;(D)  with respect to the sale of all or substantially all of the assets of an organization, the organization the assets of which are to be transferred by sale or in another manner; and(E)  with respect to an amendment to a domestic for-profit corporation's certificate of formation described by Section 10.354(a)(1)(G), the corporation.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2017, 85th Leg., R.S., Ch. 776 (H.B. 3488), Sec. 2, eff. September 1, 2017.|
TX Bus Orgs § 10.353 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.353. Form and Validity of Notice

Sec. 10.353.  FORM AND VALIDITY OF NOTICE.  (a)  Notice required under this subchapter:(1)  must be in writing;  and(2)  may be mailed, hand-delivered, or delivered by courier or electronic transmission.(b)  Failure to provide notice as required by this subchapter does not invalidate any action taken.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.357 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.357. Withdrawal of Demand for Fair Value of Ownership Interest

Sec. 10.357.  WITHDRAWAL OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.  (a)  An owner may withdraw a demand for the payment of the fair value of an ownership interest made under Section 10.356 before:(1)  payment for the ownership interest has been made under Sections 10.358 and 10.361;  or(2)  a petition has been filed under Section 10.361.(b)  Unless the responsible organization consents to the withdrawal of the demand, an owner may not withdraw a demand for payment under Subsection (a) after either of the events specified in Subsections (a)(1) and (2).|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.358 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.358. Response by Organization to Notice of Dissent and Demand for Fair Value by Dissenting Owner

Sec. 10.358.  RESPONSE BY ORGANIZATION TO NOTICE OF DISSENT AND DEMAND FOR FAIR VALUE BY DISSENTING OWNER.  (a)  Not later than the 20th day after the date a responsible organization receives a demand for payment made by a dissenting owner in accordance with Section 10.356(b)(3), the responsible organization shall respond to the dissenting owner in writing by:(1)  accepting the amount claimed in the demand as the fair value of the ownership interests specified in the notice; or(2)  rejecting the demand and including in the response the requirements prescribed by Subsection (c).(b)  If the responsible organization accepts the amount claimed in the demand, the responsible organization shall pay the amount not later than the 90th day after the date the action that is the subject of the demand was effected if the owner delivers to the responsible organization:(1)  endorsed certificates representing the ownership interests if the ownership interests are certificated;  or(2)  signed assignments of the ownership interests if the ownership interests are uncertificated.(c)  If the responsible organization rejects the amount claimed in the demand, the responsible organization shall provide to the owner:(1)  an estimate by the responsible organization of the fair value of the ownership interests;  and(2)  an offer to pay the amount of the estimate provided under Subdivision (1).(d)  If the dissenting owner decides to accept the offer made by the responsible organization under Subsection (c)(2), the owner must provide to the responsible organization notice of the acceptance of the offer not later than the 90th day after the date the action that is the subject of the demand took effect.(e)  If, not later than the 90th day after the date the action that is the subject of the demand took effect, a dissenting owner accepts an offer made by a responsible organization under Subsection (c)(2) or a dissenting owner and a responsible organization reach an agreement on the fair value of the ownership interests, the responsible organization shall pay the agreed amount not later than the 120th day after the date the action that is the subject of the demand took effect, if the dissenting owner delivers to the responsible organization:(1)  endorsed certificates representing the ownership interests if the ownership interests are certificated; or(2)  signed assignments of the ownership interests if the ownership interests are uncertificated.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 17, eff. September 1, 2011.|
TX Bus Orgs § 10.359 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.359. Record of Demand for Fair Value of Ownership Interest

Sec. 10.359.  RECORD OF DEMAND FOR FAIR VALUE OF OWNERSHIP INTEREST.  (a)  A responsible organization shall note in the organization's ownership interest records maintained under Section 3.151 the receipt of a demand for payment from any dissenting owner made under Section 10.356.(b)  If an ownership interest that is the subject of a demand for payment made under Section 10.356 is transferred, a new certificate representing that ownership interest must contain:(1)  a reference to the demand;  and(2)  the name of the original dissenting owner of the ownership interest.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.360 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.360. Rights of Transferee of Certain Ownership Interest

Sec. 10.360.  RIGHTS OF TRANSFEREE OF CERTAIN OWNERSHIP INTEREST.  A transferee of an ownership interest that is the subject of a demand for payment made under Section 10.356 does not acquire additional rights with respect to the responsible organization following the transfer.  The transferee has only the rights the original dissenting owner had with respect to the responsible organization after making the demand.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.362 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.362. Computation and Determination of Fair Value of Ownership Interest

Sec. 10.362.  COMPUTATION AND DETERMINATION OF FAIR VALUE OF OWNERSHIP INTEREST.  (a)  For purposes of this subchapter, the fair value of an ownership interest of a domestic entity subject to dissenters' rights is the value of the ownership interest on the date preceding the date of the action that is the subject of the appraisal.  Any appreciation or depreciation in the value of the ownership interest occurring in anticipation of the proposed action or as a result of the action must be specifically excluded from the computation of the fair value of the ownership interest.(b)  In computing the fair value of an ownership interest under this subchapter, consideration must be given to the value of the domestic entity as a going concern without including in the computation of value any control premium, any minority ownership discount, or any discount for lack of marketability.  If the domestic entity has different classes or series of ownership interests, the relative rights and preferences of and limitations placed on the class or series of ownership interests, other than relative voting rights, held by the dissenting owner must be taken into account in the computation of value.(c)  The determination of the fair value of an ownership interest made for purposes of this subchapter may not be used for purposes of making a determination of the fair value of that ownership interest for another purpose or of the fair value of another ownership interest, including for purposes of determining any minority or liquidity discount that might apply to a sale of an ownership interest.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 57, eff. September 1, 2007.|
TX Bus Orgs § 10.363 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.363. Powers and Duties of Appraiser; Appraisal Procedures

Sec. 10.363.  POWERS AND DUTIES OF APPRAISER;  APPRAISAL PROCEDURES.  (a)   An appraiser appointed under Section 10.361 has the power and authority that:(1)  is granted by the court in the order appointing the appraiser;  and(2)  may be conferred by a court to a master in chancery as provided by Rule 171, Texas Rules of Civil Procedure.(b)  The appraiser shall:(1)  determine the fair value of an ownership interest of an owner adjudged by the court to be entitled to payment for the ownership interest;  and(2)  file with the court a report of that determination.(c)  The appraiser is entitled to examine the books and records of a responsible organization and may conduct investigations as the appraiser considers appropriate.  A dissenting owner or responsible organization may submit to an appraiser evidence or other information relevant to the determination of the fair value of the ownership interest required by Subsection (b)(1).(d)  The clerk of the court appointing the appraiser shall provide notice of the filing of the report under Subsection (b) to each dissenting owner named in the list filed under Section 10.361 and the responsible organization.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.364 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.364. Objection to Appraisal; Hearing

Sec. 10.364.  OBJECTION TO APPRAISAL;  HEARING.  (a)  A dissenting owner or responsible organization may object, based on the law or the facts, to all or part of an appraisal report containing the fair value of an ownership interest determined under Section 10.363(b).(b)  If an objection to a report is raised under Subsection (a), the court shall hold a hearing to determine the fair value of the ownership interest that is the subject of the report.  After the hearing, the court shall require the responsible organization to pay to the holders of the ownership interest the amount of the determined value with interest, accruing from the 91st day after the date the applicable action for which the owner elected to dissent was effected until the date of the judgment.(c)  Interest under Subsection (b) accrues at the same rate as is provided for the accrual of prejudgment interest in civil cases.(d)  The responsible organization shall:(1)  immediately pay the amount of the judgment to a holder of an uncertificated ownership interest;  and(2)  pay the amount of the judgment to a holder of a certificated ownership interest immediately after the certificate holder surrenders to the responsible organization an endorsed certificate representing the ownership interest.(e)  On payment of the judgment, the dissenting owner does not have an interest in the:(1)  ownership interest for which the payment is made;  or(2)  responsible organization with respect to that ownership interest.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.365 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.365. Court Costs; Compensation for Appraiser

Sec. 10.365.  COURT COSTS;  COMPENSATION FOR APPRAISER.  (a)  An appraiser appointed under Section 10.361 is entitled to a reasonable fee payable from court costs.(b)  All court costs shall be allocated between the responsible organization and the dissenting owners in the manner that the court determines to be fair and equitable.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.|
TX Bus Orgs § 10.366 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.366. Status of Ownership Interest Held or Formerly Held by Dissenting Owner

Sec. 10.366.  STATUS OF OWNERSHIP INTEREST HELD OR FORMERLY HELD BY DISSENTING OWNER.  (a)  An ownership interest of an organization acquired by a responsible organization under this subchapter:(1)  in the case of a merger, conversion, or interest exchange, shall be held or disposed of as provided in the plan of merger, conversion, or interest exchange;  and(2)  in any other case, may be held or disposed of by the responsible organization in the same manner as other ownership interests acquired by the organization or held in its treasury.(b)  An owner who has demanded payment for the owner's ownership interest under Section 10.356 is not entitled to vote or exercise any other rights of an owner with respect to the ownership interest except the right to:(1)  receive payment for the ownership interest under this subchapter; and(2)  bring an appropriate action to obtain relief on the ground that the action to which the demand relates would be or was fraudulent.(c)  An ownership interest for which payment has been demanded under Section 10.356 may not be considered outstanding for purposes of any subsequent vote or action.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 20, eff. September 1, 2009.|
TX Bus Orgs § 10.367 (2021)
2021 Texas Statutes|Business Organizations Code|Title 1 - General Provisions|Chapter 10 - Mergers, Interest Exchanges, Conversions, and Sales of Assets|Subchapter H. Rights of Dissenting Owners|Section 10.367. Rights of Owners Following Termination of Right of Dissent

Sec. 10.367.  RIGHTS OF OWNERS FOLLOWING TERMINATION OF RIGHT OF DISSENT.  (a)  The rights of a dissenting owner terminate if:(1)  the owner withdraws the demand under Section 10.356;(2)  the owner's right of dissent is terminated under Section 10.356;(3)  a petition is not filed within the period required by Section 10.361;  or(4)  after a hearing held under Section 10.361, the court adjudges that the owner is not entitled to elect to dissent from an action under this subchapter.(b)  On termination of the right of dissent under this section:(1)  the dissenting owner and all persons claiming a right under the owner are conclusively presumed to have approved and ratified the action to which the owner dissented and are bound by that action;(2)  the owner's right to be paid the fair value of the owner's ownership interests ceases;(3)  the owner's status as an owner of those ownership interests is restored, as if the owner's demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner's ownership interests were not canceled, converted, or exchanged as a result of the action or a subsequent action;(4)  the dissenting owner is entitled to receive the same cash, property, rights, and other consideration received by owners of the same class and series of ownership interests held by the owner, as if the owner's demand for payment of the fair value of the ownership interests had not been made under Section 10.356, if the owner's ownership interests were canceled, converted, or exchanged as a result of the action or a subsequent action;(5)  any action of the domestic entity taken after the date of the demand for payment by the owner under Section 10.356 will not be considered ineffective or invalid because of the restoration of the owner's ownership interests or the other rights or entitlements of the owner under this subsection; and(6)   the dissenting owner is entitled to receive dividends or other distributions made after the date of the owner's payment demand under Section 10.356, to owners of the same class and series of ownership interests held by the owner as if the demand had not been made, subject to any change in or adjustment to the ownership interests because of an action taken by the domestic entity after the date of the demand.|Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.Amended by: Acts 2007, 80th Leg., R.S., Ch. 688 (H.B. 1737), Sec. 58, eff. September 1, 2007.Acts 2009, 81st Leg., R.S., Ch. 84 (S.B. 1442), Sec. 21, eff. September 1, 2009.|