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10A-9A-10.02
Section 10A-9A-10.02 Conversion. (a) An organization other than a limited partnership
may convert to a limited partnership, and a limited partnership may convert to an organization
other than a limited partnership pursuant to this section, Sections 10A-9A-10.03 through
10A-9A-10.05, and a plan of conversion, if: (1) the governing statute of the organization
that is not a limited partnership authorizes the conversion; (2) the law of the jurisdiction
governing the converting organization and the converted organization does not prohibit the
conversion; and (3) the converting organization and the converted organization each comply
with the governing statute and organizational documents applicable to that organization in
effecting the conversion. (b) A plan of conversion must be in writing and must include: (1)
the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other designation as assigned by the...
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10A-8A-9.02
Section 10A-8A-9.02 Conversion. (a) An organization other than a partnership may convert
to a partnership, and a partnership may convert to an organization other than a partnership
pursuant to this section, Sections 10A-8A-9.03 through 10A-8A-9.05, and a plan of conversion,
if: (1) the governing statute of the organization that is not a partnership authorizes the
conversion; (2) the law of the jurisdiction governing the converting organization and the
converted organization does not prohibit the conversion; and (3) the converting organization
and the converted organization each comply with the governing statute and organizational documents
applicable to that organization in effecting the conversion. (b) A plan of conversion must
be in writing and must include: (1) the name, type of organization, and mailing address of
the principal office of the converting organization, and its unique identifying number or
other designation as assigned by the Secretary of State, if any, before...
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10A-9A-10.06
Section 10A-9A-10.06 Merger. (a) A limited partnership may merge with one or more other
constituent organizations pursuant to this section, Sections 10A-9A-10.07 through 10A-9A-10.09,
and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to a general or limited partnership may be effected without the consent in
writing of each stockholder who will have personal liability with respect to the converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability
company may convert to a limited liability company, and a limited liability company may convert
to an organization other than a limited liability company pursuant to this section,
Sections 10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing
statute of the organization that is not a limited liability company authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization
does not prohibit the conversion; and (3) the converting organization and the converted organization
each comply with the governing statute and organizational documents applicable to that organization
in effecting the conversion. (b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether
the other entity or entities are the same or another form of entity, may be accomplished as
provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other
than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved
in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter
2A. If the governing documents of the corporation provide for approval of a merger by less
than all of the corporation's stockholders, approval of the merger shall constitute corporate
action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No
merger of a corporation into a general or limited partnership may be effected without the
consent in writing of each stockholder who will have personal liability with respect to the
surviving entity, notwithstanding any provision in the governing documents of the...
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10A-8A-9.06
Section 10A-8A-9.06 Merger. (a) A partnership may merge with one or more other constituent
organizations pursuant to this section, Sections 10A-8A-9.07 through 10A-8A-9.09, and
a plan of merger, if: (1) the governing statute of each of the other organizations authorizes
the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any
of those governing statutes; and (3) each of the other organizations complies with its governing
statute in effecting the merger. (b) A plan of merger must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving organization,...
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10A-5A-10.05
Section 10A-5A-10.05 Merger. (a) A limited liability company may merge with one or more
other constituent organizations pursuant to this section, Sections 10A-5A-10.06 through
10A-5A-10.08, and a plan of merger, if: (1) the governing statute of each of the other organizations
authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that
enacted any of those governing statutes; and (3) each of the other organizations complies
with its governing statute in effecting the merger. (b) A plan of merger must be in writing
and must include: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving...
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11-89A-2
Section 11-89A-2 Definitions. The following words and phrases used in this chapter,
and others evidently intended as the equivalent thereof, shall, in the absence of a clear
implication herein otherwise, be given the following respective interpretations herein: (1)
APPLICANT. A natural person who files a written application with the governing body of any
county or municipality in accordance with the provisions of Section 11-89A-3. (2) AUTHORITY.
Any public corporation organized pursuant to the provisions of this chapter. (3) AUTHORIZING
RESOLUTION. A resolution or ordinance adopted by the governing body of any county or municipality
in accordance with the provisions of Section 11-89A-3, that authorizes the incorporation
of an authority. (4) BOARD. The board of directors of an authority. (5) BONDS. Bonds, notes,
or other obligations representing an obligation to pay money. (6) COSTS. As applied to a facility
or any portion thereof, such term shall include all or any part of the cost of...
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