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Amendment or abandonment of plan of conversion. Subchapter E is referred to in sections 202, 312, 9302 of this title. (a) Domestic converting associations.--Except as provided in section 318 (relating to excluded entities and transactions) or this section, by complying with this chapter: (1) A domestic entity may become a domestic entity of a different type or a domestic banking institution. (2) A domestic banking institution may become a domestic association of a different type. (3) A domestic entity may become a foreign association of a different type, if the conversion is authorized by the laws of the foreign jurisdiction. (b) Foreign converting associations.--By complying with the applicable provisions of this subchapter, a foreign association may become a domestic entity of a different type if the conversion is authorized by the laws of the jurisdiction of formation of the foreign association. (c) Protected governance agreements.--If a protected governance agreement that is binding on a domestic entity immediately before the effectiveness of a transaction under this chapter contains a provision that applies to a merger of the entity but does not refer to a conversion, the provision shall apply to a conversion of the entity as if the conversion were a merger until the provision is amended after July 1, 2015. (d) Exceptions.--This subchapter may not be used to accomplish a transaction that has the same effect as a transaction under any of the following provisions: Cross References.
Pages: 846
Publisher: Aspen Publishers, Inc.; 2008 edition (October 9, 2007)
ISBN: 0735567530
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http://old.gorvestnik.ru/library/essential-corporate-law-australian-essential-series. If any constituent corporation is a foreign corporation, the agreement shall be approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of each domestic constituent corporation, the surviving corporation shall deliver or send notice of such approval and copy or summary of the agreement to each shareholder of each domestic constituent corporation, other than the surviving corporation, of record as of the date on which the directors of the surviving corporation approved the agreement by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent. (D) The approval of the agreement of merger by the directors of a domestic constituent corporation under this section constitutes adoption by that corporation. (1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation and shall be adopted by the shareholders of each domestic constituent corporation in the same manner and with the same notice to and vote of shareholders or holders of a particular class of shares as is required by section 1701.78 of the Revised Code, except that the agreement need not be adopted by the shareholders of the surviving subsidiary corporation Public Office, Private download pdf
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