48-21-102 - Merger. - Tennessee Statutes

48-21-102. Merger.

(a)  One (1) or more corporations may merge into a for-profit or nonprofit corporation, limited liability company, or domestic or foreign limited partnership, if the board of directors of each corporation adopts and its shareholders (if required by § 48-21-104) approve a plan of merger.

(b)  If one (1) or more domestic limited partnerships or foreign corporations or limited partnerships are parties to the merger or are to be created by the terms of the plan of merger:

     (1)  The merger must be permitted by the laws under which each such corporation or limited partnership is organized; and

     (2)  Each such corporation or limited partnership must comply with such laws and its charter or certificate of limited partnership in effecting the merger.

(c)  The plan of merger must set forth:

     (1)  The name of each corporation or limited partnership planning to merge, the name of each corporation or limited partnership that shall survive the merger, which shall be one (1) or more of the corporations or limited partnerships that are parties to the merger or that is created by the merger, and the name of any corporation or limited partnership whose shares, units, obligations, rights to purchase securities or other securities will be issued in connection with the merger;

     (2)  The terms and conditions of the merger;

     (3)  The manner and basis of converting shares of each merging corporation or units of each merging limited partnership into:

          (A)  Shares, units, cash or other property, obligations or other securities of one (1) or more of the surviving or new corporations or limited partnerships or of any other party to the merger; or

          (B)  Any combination of the foregoing; and

     (4)  Any other provisions required by the laws under which any party to the merger is organized.

(d)  The plan of merger may set forth:

     (1)  Amendments to the charter of each domestic corporation that shall survive the merger;

     (2)  Amendments to the certificate of limited partnership of each domestic or foreign limited partnership or articles of incorporation of each foreign corporation that shall survive the merger; and

     (3)  Any other provisions relating to the merger.

[Acts 1986, ch. 887, § 11.01; 1987, ch. 273, § 37; 1994, ch. 776, § 36; T.C.A., § 48-21-101.]