Chapter Definitions

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Mergers, Membership Exchanges, Entity Conversions, and For-Profit Conversions
5. Chapter Definitions

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

1. “Converted entity” means the domestic corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic corporation;
2. “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign business corporation;
3. “Eligible interests” means interests or shares;
4. “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document;
5. “Foreign business corporation” means a corporation for-profit incorporated under an organic law other than the laws of this state;
6. “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state;
7. “Interest” means either or both of the following rights under the organic law of an unincorporated entity:
   1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
   2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs;
8. “Interest holder” means a person who holds of record an interest;
9. “Membership” means the rights of a member in a domestic or foreign nonprofit corporation and includes the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title;
10. “Party to a merger or membership exchange” means any domestic or foreign nonprofit corporation, or eligible entity that will:
    1. Merge in a plan of merger;
    2. Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or
    3. Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange;
11. “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
12. “Voting memberships” means memberships that entitle their holders to vote unconditionally in the election of directors.

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