Texas § BO.10.052 - PLAN OF EXCHANGE

§ BO.10.052. PLAN OF EXCHANGE

PLAN OF EXCHANGE: REQUIRED PROVISIONS. (a) A plan of exchange must be in writing and must include: (1) the name of each domestic entity the ownership or membership interests of which are to be acquired; (2) the name of each acquiring organization; (3) if there is more than one acquiring organization, the ownership or membership interests to be acquired by each organization; (4) the terms and conditions of the exchange; and (5) the manner and basis, including use of a formula, of exchanging the ownership or membership interests to be acquired for: (A) ownership or membership interests, obligations, rights to purchase securities, or other securities of one or more of the acquiring organizations that is a party to the plan of exchange; (B) cash; (C) other property, including ownership or membership interests, obligations, rights to purchase securities, or other securities of any other person or entity; or (D) any combination of those items. (b) The manner and basis of exchanging an ownership or membership interest of an owner or member that is exchanged in a manner or basis different from any other owner or member having ownership or membership interests of the same class or series must be included in the plan of exchange in the same manner as provided by Subsection (a)(5). (c) Any of the terms of the plan of exchange may be made dependent on facts ascertainable outside of the plan if the manner in which those facts will operate on the terms of the interest exchange is clearly and expressly stated in the plan. In this subsection, "facts" includes the occurrence of any event, including a determination or action by any person. (d) Unless otherwise expressly provided by the plan of exchange, a disclosure letter, disclosure schedules, or similar documents or instruments delivered in connection with the plan of exchange are not considered part of the plan of exchange for purposes of this chapter, but the documents or instruments have the effect provided in the plan of exchange. Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006. Amended by: Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748 ), Sec. 12, eff. September 1, 2011. Acts 2015, 84th Leg., R.S., Ch. 32 (S.B. 860 ), Sec. 10, eff. September 1, 2015. Acts 2025, 89th Leg., R.S., Ch. 199 (S.B. 2411 ), Sec. 20, eff. September 1, 2025.