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(a) After a plan of merger or membership exchange has been adopted and approved as required by this chapter, articles of merger or membership exchange shall be executed on behalf of each party to the merger or membership exchange by an officer or other duly authorized representative and shall set forth:
(1) The names of the parties to the merger or membership exchange and the date on which the merger or membership exchange occurred or is to be effective;
(2) 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;
(3) If approval by the members of a domestic corporation that is a party to the merger or membership 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;
(4) If approval by the members of a domestic corporation that is a party to the merger or membership 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:
(A) The votes entitled to be cast if there is no voting by voting groups; or
(B) 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 memberships otherwise entitled to vote on the plan;
(5) If the corporation is a public benefit corporation, a statement that notice of the plan of merger or membership exchange was given to the attorney general and reporter in the manner required by § 48-61-123 and that either:
(A) The plan of merger or membership exchange was approved by order of a court of record of this state; or
(B) The corporation received a written statement of no enforcement intent with respect to the plan from the attorney general and reporter; and
(6) As to each foreign corporation and each other entity that was a party to the merger or membership 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.
(b) The original of the articles of merger or membership exchange shall be delivered to the secretary of state for filing together with the required filing fee. A merger or membership exchange takes effect upon the effective date of the articles of merger or membership exchange.
Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-61-107 - last updated January 01, 2020 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-61-107/
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