Texas Business Organizations Code - BUS ORG § 21.451. Definitions

(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:

(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.