Tennessee § 48-61-101 - Chapter definitions.

§ 48-61-101. Chapter definitions.

As used in this chapter, unless the context otherwise requires: “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; “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign business corporation; “Eligible interests” means interests or shares; “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document; “Foreign business corporation” means a corporation for-profit incorporated under an organic law other than the laws of this state; “Foreign unincorporated entity” means an unincorporated entity whose internal affairs are governed by an organic law other than the laws of this state; “Interest” means either or both of the following rights under the organic law of an unincorporated entity: The right to receive distributions from the entity either in the ordinary course or upon liquidation; or 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; “Interest holder” means a person who holds of record an interest; “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; “Party to a merger or membership exchange” means any domestic or foreign nonprofit corporation, or eligible entity that will: Merge in a plan of merger; Acquire memberships or eligible interests of another domestic or foreign corporation, or an eligible entity in a membership exchange; or Have all of its memberships or eligible interests of one (1) or more classes or series acquired in membership exchange; “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 “Voting memberships” means memberships that entitle their holders to vote unconditionally in the election of directors. Acts 2014, ch. 899, § 65. Compiler's Notes. Former chapter 61, §§ 48-61-101 — 48-61-107 (Acts 1987, ch. 242, §§ 11.01-11.07), concerning merger, was repealed and reenacted by Acts 2014, ch. 899, §§ 65-72, effective January 1, 2015. Law Reviews. Congratulations, It's A Merger!, 50 Tenn. B.J. 22 (2014). The Market for Preclusion in Merger Litigation, 66 Vand. L. Rev. 1053 (2013).