Chapter Definitions

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Merger, Share Exchange and Conversion
5. Chapter Definitions

As used in this chapter, unless the context otherwise requires:

1. “Converted entity” means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;
2. “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;
3. “Eligible interests” means interests or memberships;
4. “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document;
5. “Interest holder” means a person who holds of record an interest;
6. “Membership” means the rights of a member in a domestic or foreign nonprofit corporation;
7. “Participating shares” means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid;
8. “Party to a merger or share exchange” means any domestic or foreign corporation, or eligible entity that will:
   1. Merge in a plan of merger;
   2. Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or
   3. Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;
9. “Survivor” means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and
10. “Voting shares” means shares that entitle their holders to vote unconditionally in the election of directors.

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