Current through the 2023 Regular Session
Section 35-14-901 - Definitions - domestication - conversionAs used in this part, the following definitions apply:
(1) "Conversion" means a transaction pursuant to 35-14-930 through 35-14-935.(2) "Converted entity" means the converting entity as it continues in existence after a conversion.(3) "Converting entity" means the domestic corporation or eligible entity that approves a plan of conversion pursuant to 35-14-932 or the foreign eligible entity that approves a conversion pursuant to the organic law of the eligible entity.(4) "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication.(5) "Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to 35-14-921 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.(6) "Domestication" means a transaction pursuant to 35-14-920 through 35-14-924.(7) "Protected agreement" means: (a) a document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before the enactment date;(b) an agreement that is binding on a domestic corporation or eligible entity immediately before the enactment date;(c) the articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before the enactment date; or(d) an agreement that is binding on any of the shareholders, members, interest holders, directors, or other governors of a domestic corporation or eligible entity, in their official capacities, immediately before the enactment date. For purposes of 35-14-920 and 35-14-930 and this subsection (7), "enactment date" means the earliest date on which the laws of this state authorized a transaction having the effect of a domestication or a conversion, as applicable.Added by Laws 2019, Ch. 271,Sec. 134, eff. 6/1/2020.