Sec. 21.109. AGREEMENT NOT EFFECTIVE.
(a) A shareholders' agreement authorized by this subchapter ceases to be effective when shares of the corporation are:
(1) listed on a national securities exchange; or
(2) regularly traded in a market maintained by one or more members of a national or affiliated securities association.
(b) If a corporation does not have a board of directors and an agreement of the shareholders of the corporation entered into under this subchapter ceases to be effective, a board of directors shall be instituted or reinstated to govern the corporation in the manner provided by Section 21.710(c).
(c) If a shareholders' agreement that ceases to be effective is contained in or referred to by the certificate of formation or bylaws of a corporation, the board of directors of the corporation may adopt an amendment to the certificate of formation or bylaws, without shareholder action, to delete the agreement and any references to the agreement.
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. 21, eff. September 1, 2011.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter C. Shareholders' Agreements
Section 21.101. Shareholders' Agreement
Section 21.102. Term of Agreement
Section 21.103. Disclosure of Agreement; Recall of Certain Certificates
Section 21.104. Effect of Shareholders' Agreement
Section 21.105. Right of Rescission; Knowledge of Purchaser of Shares
Section 21.106. Agreement Limiting Authority of and Supplanting Board of Directors; Liability
Section 21.107. Liability of Shareholder
Section 21.108. Persons Acting in Place of Shareholders