This provision defines terms used in the article, including merger parties, organizations, organizational documents, a plan of merger, and the surviving organization.
As used in this article, unless the context otherwise requires, the following terms mean: (1) ACQUIRED ENTITY means the corporation or foreign corporation that will have all of one or more classes or series of its stock acquired in a stock exchange. (2) ACQUIRING ENTITY means the corporation or foreign corporation that will acquire all of one or more classes or series of stock of the acquired entity in a stock exchange. (3) CONSTITUENT CORPORATION means a constituent organization that is a corporation. (4) CONSTITUENT ORGANIZATION means an organization that is party to a merger under this article. (5) GOVERNING STATUTE of an organization means the statute that governs the organization’s internal affairs. (6) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit. (7) ORGANIZATIONAL DOCUMENTS means: (A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership; (B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute; (C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute; (D) for a business or statutory trust or foreign business or statutory trust its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute; (E) for a corporation or foreign corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; (F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of incorporation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute; (G) for a professional corporation or foreign professional corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and (H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it. (8) NEW PERSONAL LIABILITY means personal liability of a person, resulting from a merger or stock exchange, that is (i)(A) in respect of an entity which is different from the entity in which the person held stock or eligible interests immediately before the merger became effective, or (B) in respect of an entity which is different from the entity in which the person held stock immediately before the stock exchange became effective; or (ii) in respect of the same entity as the one in which the person held stock or eligible interests immediately before the merger became effective if (A) the person did not have personal liability immediately before the merger became effective, or (B) the person had personal liability immediately before the merger became effective, the terms and conditions of which were changed when the merger became effective; or (iii) in respect of the same entity as the one in which the person held stock immediately before the stock exchange became effective if (A) the person did not have personal liability immediately before the stock exchange became effective, or (B) the person had personal liability immediately before the stock exchange became effective, the terms and conditions of which were changed when the stock exchange became effective. (9) PLAN OF MERGER. Except as set forth in Section 10A-2A-11.02(g), a plan of merger, whether referred to as a plan of merger, an agreement of merger, a merger agreement, a plan and agreement of merger, an agreement and plan of merger, or otherwise, means a writing described in Section 10A-2A-11.02 and includes any agreement, instrument, or other document referenced therein or associated therewith that sets forth the terms and conditions of the merger. (10) SURVIVING ORGANIZATION means an organization into which one or more other organizations are merged under this article, whether the organization pre-existed the merger or was created pursuant to the merger.