Sec. 21.451. DEFINITIONS. In this subchapter:
(1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions.
(2) "Sale of all or substantially all of the assets" means the sale, lease, exchange, or other disposition, other than a pledge, mortgage, deed of trust, or trust indenture unless otherwise provided by the certificate of formation, of all or substantially all of the property and assets of a domestic corporation that is not made in the usual and regular course of the corporation's business without regard to whether the disposition is made with the goodwill of the business. The term does not include a transaction that results in the corporation directly or indirectly:
(A) continuing to engage in one or more businesses; or
(B) applying a portion of the consideration received in connection with the transaction to the conduct of a business that the corporation engages in after the transaction.
(3) "Shares" includes a receipt or other instrument issued by a depository representing an interest in one or more shares or fractions of shares of a domestic or foreign corporation that are deposited with the depository.
(4) "Voting shares" means shares that entitle the holders of the shares to vote unconditionally in elections of directors.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter J. Fundamental Business Transactions
Section 21.452. Approval of Merger
Section 21.453. Approval of Conversion
Section 21.454. Approval of Exchange
Section 21.455. Approval of Sale of All or Substantially All of Assets
Section 21.456. General Procedure for Submission to Shareholders of Fundamental Business Transaction
Section 21.457. General Vote Requirement for Approval of Fundamental Business Transaction
Section 21.458. Class Voting Requirements for Certain Fundamental Business Transactions
Section 21.459. No Shareholder Vote Requirement for Certain Fundamental Business Transactions
Section 21.460. Rights of Dissent and Appraisal
Section 21.461. Pledge, Mortgage, Deed of Trust, or Trust Indenture