48-61-101 - Approval of plan of merger. - Tennessee Statutes

48-61-101. Approval of plan of merger.

(a)  Subject to the limitations set forth in § 48-61-102, one (1) or more nonprofit corporations may merge with a for-profit or nonprofit corporation, if the plan of merger is approved as provided in § 48-61-103.

(b)  The plan of merger must set forth:

     (1)  The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

     (2)  The terms and conditions of the merger;

     (3)  The manner and basis, if any, of converting memberships of each public benefit corporation into memberships of the surviving corporations;

     (4)  The manner and basis, if any, of converting memberships of each mutual benefit corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or in part; and

     (5)  The manner and basis, if any, of converting the securities of each for-profit corporation into memberships or obligations of the surviving or any other corporation or into cash or other property in whole or in part.

(c)  The plan of merger may set forth:

     (1)  Any amendments to the charter or bylaws of the surviving corporation to be effected by the merger; and

     (2)  Other provisions relating to the merger.

[Acts 1987, ch. 242, § 11.01.]