reglab/housing_qa huggingface dataset:
TN Code § 48-21-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-105. Merger of Parent and Subsidiary

  A domestic parent corporation owning at least ninety percent (90%) of the outstanding voting shares of each class and series of a domestic or foreign subsidiary corporation or eligible interests of an other entity may either:  Merge the subsidiary corporation or other entity into the parent corporation;   Merge the parent corporation into the subsidiary corporation or other entity; or   Merge two (2) or more such subsidiary corporations or subsidiary other entities with and into each other.     The board of directors of the parent corporation shall adopt a plan of merger that sets forth:  The name of the parent corporation owning at least ninety percent (90%) of the outstanding voting shares of the subsidiary corporation or eligible interests of the other entity and the name of the subsidiary corporation(s) or other entity or entities to be a party to the merger, and the name of the corporation or other entity that is to survive the merger;   The terms and conditions of the merger;   The manner and basis of converting the shares of each corporation or eligible interests of the subsidiary or other entity into shares, eligible interests, obligations or other securities of the survivor or of any other corporation or other entity or into cash or other property or any combination of the foregoing; and   Such other provisions with respect to the proposed merger as the board considers necessary or desirable.     No vote of the shareholders of a subsidiary corporation or approval of interest holders of a subsidiary other entity shall be required with respect to such a merger. If the parent corporation will be the survivor, no vote of its shareholders shall be required. If the subsidiary corporation or other entity will be the survivor, the approval of the shareholders of the parent corporation shall be obtained in the manner provided in § 48-21-104.   If under subsection (c) approval of a merger by the subsidiary's shareholders or interest holders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders or interest holders that the merger has become effective.   Except as provided in subsections (a)-(d), a merger between a parent and a subsidiary shall be governed by the provisions of this chapter applicable to mergers generally.
TN Code § 48-21-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-106. Abandonment of Merger

  After a plan of merger or share exchange has been adopted and approved as required by Chapters 11 27 of this title, and at any time before the merger or share exchange has become effective, the merger or share exchange may be abandoned (subject to any contractual rights) by any corporation or other entity that is a party to the merger or share exchange, without action by the shareholders or interest holders of such party, in accordance with the procedures set forth in the plan of merger or share exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of such corporation or the managers of such other entity.   If the merger or share exchange is abandoned after articles of merger or share exchange have been filed with the secretary of state but before the merger or share exchange has become effective, a statement, executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative, stating that the merger or share exchange has been abandoned in accordance with the plan and this section, shall be filed with the secretary of state prior to the effectiveness of the merger or share exchange.   The secretary of state shall, when all fees have been paid as required by law:  Endorse on the original and each copy the word “filed” and the month, day, and year of the filing thereof;   File the original in the office of the secretary of state; and   Issue a certificate of abandonment to each party to the merger or share exchange.     Upon the filing of such statement by the secretary of state, the merger or share exchange shall be deemed abandoned and shall not become effective.
TN Code § 48-21-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-107. Articles of Merger or Share Exchange

  After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by an officer or other duly authorized representative and shall set forth:  The names of the parties to the merger or share exchange and the date on which the merger or share exchange occurred or is to be effective;   If the charter or organic documents of the survivor of a merger are amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s charter or organic documents or the charter of the new corporation;   If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is not required by this chapter, a statement to that effect and the date on which the plan was adopted by the board of directors;   If approval by the shareholders of a domestic corporation that is a party to the merger or exchange is required by this chapter, a statement to that effect and a statement that the plan was approved by the affirmative vote of the required percentage of all of:  The votes entitled to be cast if there is no voting by voting groups; or   The votes entitled to be cast by each voting group having the right to vote separately on the plan and the votes cast by the outstanding shares otherwise entitled to vote on the plan; and     As to each foreign corporation and each other entity that was a party to the merger or share exchange, a statement that the plan and performance of its terms were duly authorized by all action required by the laws under which it was organized and by its charter or organic documents.     The original of the articles of merger or share exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
TN Code § 48-21-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-109. Entity Conversion

  A domestic business corporation may become a domestic unincorporated entity pursuant to a plan of entity conversion.   A domestic business corporation may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.   A domestic unincorporated entity may become a domestic business corporation. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of an entity conversion, the conversion shall be adopted and approved, and the entity conversion effectuated, in the same manner as a merger of the unincorporated entity. If the organic law of a domestic unincorporated entity does not provide procedures for the approval of either an entity conversion or a merger, a plan of entity conversion shall be adopted and approved, the entity conversion effectuated, and dissenters' rights exercised, in accordance with the procedures in this chapter and chapter 23 of this title. Without limiting this subsection (c), a domestic unincorporated entity whose organic law does not provide procedures for the approval of an entity conversion shall be subject to subsection (e) and § 48-21-111(7). For purposes of applying this chapter and chapter 23 of this title:  The unincorporated entity, its interest holders, interests, and organic documents taken together, shall be deemed to be a domestic business corporation, shareholders, shares, and charters, respectively, and vice versa, as the context may require; and   If the business and affairs of the unincorporated entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.     A foreign unincorporated entity may become a domestic business corporation if the organic law of the foreign unincorporated entity authorizes it to become a corporation in another jurisdiction.   If any provision of a debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
TN Code § 48-21-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-110. Plan of Entity Conversion

  A plan of entity conversion must include:  A statement of the type of other entity the survivor will be and, if it will be a foreign other entity, its jurisdiction of organization;   The terms and conditions of the conversion;   The manner and basis of converting the shares of the domestic business corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; and   The full text, as they will be in effect immediately after consummation of the conversion, of the organic documents of the survivor.     The plan of entity conversion may also include a provision that the plan may be amended prior to filing articles of entity conversion, except that subsequent to approval of the plan by the shareholders, the plan may not be amended to change:  The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash or other property to be received under the plan by the shareholders;   The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the survivor comparable to § 48-20-102; or   Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.     Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301.
TN Code § 48-21-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-111. Action on a Plan of Entity Conversion

 In the case of an entity conversion of a domestic business corporation to a domestic or foreign unincorporated entity:   The plan of entity conversion must be adopted by the board of directors;   After adopting the plan of entity conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;   The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis;   If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the plan of entity conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic documents as they will be in effect immediately after the entity conversion;   Unless Chapters 11 27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group;   If any provision of the charter, bylaws or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, the provision shall be deemed to apply to an entity conversion of the corporation until such time as the provision is subsequently amended; and   If as a result of the conversion one (1) or more shareholders of the corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of conversion shall require the execution, by each such shareholder, of a separate written consent to become subject to such owner liability.
TN Code § 48-21-113 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-113. Surrender of Charter Upon Conversion

  Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of entity conversion providing for the corporation to be converted to a foreign unincorporated entity, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  The name of the corporation;   A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign unincorporated entity;   A statement that the conversion was duly approved by the shareholders in the manner required by this chapter and the charter;   The jurisdiction under the laws of which the survivor will be organized; and   If the survivor will be a nonfiling entity, the address of its executive office immediately after the conversion.     The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304.
TN Code § 48-21-115 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-115. Abandonment of Entity Conversion

  Unless otherwise provided in a plan of entity conversion of a domestic business corporation, after the plan has been adopted and approved as required by § 48-21-111, and at any time before the entity conversion has become effective, it may be abandoned by the board of directors without action by the shareholders.   If an entity conversion is abandoned after articles of entity conversion or articles of charter surrender have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, shall be delivered to the secretary of state for filing, together with the required filing fee, prior to the effective date of the entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
TN Code § 48-21-116 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-116. Nonprofit Conversion

  A domestic business corporation may become a domestic nonprofit corporation pursuant to a plan of nonprofit conversion.   A domestic business corporation may become a foreign nonprofit corporation if the nonprofit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of nonprofit conversion, the foreign nonprofit conversion shall be approved by the adoption by the domestic business corporation of a plan of nonprofit conversion in the manner provided in this section.   The plan of nonprofit conversion must include:  The terms and conditions of the conversion;   The manner and basis of reclassifying the shares of the corporation following its conversion into memberships, if any, or securities, obligations, rights to acquire memberships or securities, cash, other property, or any combination of the foregoing;   Any desired amendments to the charter of the corporation following its conversion; and   If the domestic business corporation is to be converted to a foreign nonprofit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion.     The plan of nonprofit conversion may also include a provision that the plan may be amended prior to filing articles of nonprofit conversion, except that subsequent to approval of the plan by the shareholders the plan may not be amended to change:  The amount or kind of memberships or securities, obligations, rights to acquire memberships or securities, cash, or other property to be received by the shareholders under the plan;   The charter as it will be in effect immediately following the conversion, except for changes permitted by § 48-20-102; or   Any of the other terms or conditions of the plan if the change would adversely affect any of the shareholders in any material respect.     Terms of a plan of nonprofit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with § 48-11-301.   If any debt security, note or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred or executed by a domestic business corporation before January 1, 2013, contains a provision applying to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
TN Code § 48-21-117 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-117. Action on a Plan of Nonprofit Conversion

 In the case of a conversion of a domestic business corporation to a domestic or foreign nonprofit corporation:   The plan of nonprofit conversion must be adopted by the board of directors;   After adopting the plan of nonprofit conversion, the board of directors must submit the plan to the shareholders for their approval. The board of directors must also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors must transmit to the shareholders the basis for that determination;   The board of directors may condition its submission of the plan of nonprofit conversion to the shareholders on any basis;   If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder of the meeting of shareholders at which the plan of nonprofit conversion is to be submitted for approval. The notice must state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the charter as it will be in effect immediately after the nonprofit conversion;   Unless Chapters 11 27 of this title, the charter, or the board of directors acting pursuant to subdivision (3) requires a greater vote or a vote by voting groups, the plan of conversion to be authorized must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group; and   If any provision of the charter, bylaws, or an agreement to which any of the directors or shareholders are parties, adopted or entered into before January 1, 2013, applies to a merger of the corporation and the document does not refer to a nonprofit conversion of the corporation, the provision shall be deemed to apply to a nonprofit conversion of the corporation until such time as the provision is amended on or subsequent to January 1, 2013.
TN Code § 48-21-118 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-118. Articles of Nonprofit Conversion

  After a plan of nonprofit conversion providing for the conversion of a domestic business corporation to a domestic nonprofit corporation has been adopted and approved as required by this chapter, articles of nonprofit conversion shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles shall set forth:  The name of the corporation immediately before the filing of the articles of nonprofit conversion and if that name does not satisfy the requirements of § 48-54-101, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of § 48-54-101; and   A statement that the plan of nonprofit conversion was duly approved by the shareholders in the manner required by this chapter and the charter.     The articles of nonprofit conversion shall have attached a charter that satisfies the requirements of § 48-52-102. Provisions that would not be required to be included in a charter of a domestic nonprofit corporation may be omitted.   The articles of nonprofit conversion shall be delivered to the secretary of state for filing, together with the required filing fee, and shall take effect at the effective time provided in § 48-11-304. The attached charter shall also be delivered to the secretary of state for filing. The fee for filing the charter shall be paid in accordance with § 48-51-303.
TN Code § 48-21-119 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 21 - Merger, Share Exchange and Conversion|§ 48-21-119. Surrender of a Charter Upon Foreign Nonprofit Conversion

  Whenever a domestic business corporation has adopted and approved, in the manner required by this chapter, a plan of nonprofit conversion providing for the corporation to be converted to a foreign nonprofit corporation, articles of charter surrender shall be executed on behalf of the corporation by any officer or other duly authorized representative. The articles of charter surrender shall set forth:  The name of the corporation;   A statement that the articles of charter surrender are being filed in connection with the conversion of the corporation to a foreign nonprofit corporation;   A statement that the foreign nonprofit conversion was duly approved by the shareholders in the manner required by this section and the charter; and   The corporation's new jurisdiction of incorporation.     The articles of charter surrender shall be delivered by the corporation to the secretary of state for filing together with the required filing fee. The articles of charter surrender shall take effect on the effective time provided in § 48-11-304.