Sec. 21.456. GENERAL PROCEDURE FOR SUBMISSION TO SHAREHOLDERS OF FUNDAMENTAL BUSINESS TRANSACTION. (a) If a fundamental business transaction involving a corporation is required to be submitted to the shareholders of the corporation under this subchapter, the corporation shall notify each shareholder of the corporation that the fundamental business transaction is being submitted to the shareholders for approval at a meeting of shareholders as required by this subchapter, regardless of whether the shareholder is entitled to vote on the matter.
(b) If the fundamental business transaction is a merger, conversion, or interest exchange, the notice required by Subsection (a) shall contain or be accompanied by a copy or summary of the plan of merger, conversion, or interest exchange, as appropriate, and the notice required by Section 10.355.
(c) The notice of the meeting must:
(1) be given not later than the 21st day before the date of the meeting; and
(2) state that the purpose, or one of the purposes, of the meeting is to consider the fundamental business transaction.
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