258,294
Section
294. 180.1106 (1) (e) of the statutes is renumbered 180.1106 (1) (e) 1. and amended to read:
180.1106 (1) (e) 1. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be If the surviving entity preexists the merger, its organizational documents are amended to the extent, if any, provided in the plan of merger and, to the extent such amendments are to be reflected in a public record, as provided in the articles of merger.
258,295
Section
295. 180.1106 (1) (e) 2. of the statutes is created to read:
180.1106 (1) (e) 2. If the surviving entity is created in the merger, its organizational documents are as provided in the plan of merger and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of merger.
258,296
Section
296. 180.1106 (1) (f) of the statutes is amended to read:
180.1106 (1) (f) The shares or other interests of each business constituent entity
that is party to the merger that are to be converted into shares, interests, obligations, or other securities, or other obligations of the surviving business entity or any other business entity or into cash or, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted, and the former holders of the shares or interests are entitled only to the rights as provided in the articles plan of merger, and the former interest holders of the interests are entitled only to the rights provided to them in the plan of merger or to their rights, if any, under s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the laws applicable to each business governing law of the constituent entity that is party to the merger. All other terms and conditions of the merger also take effect.
258,297
Section
297. 180.1106 (1) (g) of the statutes is created to read:
180.1106 (1) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of merger, all of the rights, privileges, immunities, powers, and purposes of each constituent entity vest in the surviving entity.
258,298
Section
298. 180.1106 (1m) of the statutes is created to read:
180.1106 (1m) When an interest exchange becomes effective, all of the following apply:
(a) 1. The interests in the acquired entity which are the subject of the interest exchange are exchanged as provided in the plan of interest exchange, and the former interest holders of those interests are entitled only to the rights provided to them under the plan of interest exchange or to their rights, if any, under s. 178.1161 or 179.1161, ss. 180.1301 to 180.1331, or s. 181.1180 or 183.1061 or otherwise under the governing law of the acquired entity. All other terms and conditions of the interest exchange also take effect.
2. The acquiring entity becomes the interest holder of the interests which are the subject of the interest exchange as provided in the plan of interest exchange.
3. The provisions of the organizational documents of the acquiring and acquired entity are amended to the extent, if any, provided in the plan of interest exchange and to the extent such amendments are to be reflected in a public record, as provided in the articles of interest exchange.
(b) Except as otherwise provided in the articles and plan of interest exchange, if the acquired entity is a domestic or foreign partnership, limited liability company, or other organization subject to dissolution under its governing law, the interest exchange does not dissolve the acquired entity.
(c) 1. Except as provided in this paragraph, no interest holder shall have interest holder liability with respect to either the acquiring or acquired entity.
2. If, under the governing law of either entity, one or more of the interest holders thereof had interest holder liability prior to the interest exchange with respect to the entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to debts, obligations, and other liabilities of the entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.
3. If, under the governing law of either entity, one or more of the interest holders thereof will have interest holder liability after the interest exchange with respect to the entity, such interest holder or holders shall have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the entity that accrue on or after the interest exchange.
4. This paragraph does not affect liability under any taxation laws.
258,299
Section
299. 180.1106 (2) of the statutes is amended to read:
180.1106 (2) When a share
an interest exchange takes effect, the shares interests of each acquired corporation constituent entity are exchanged as provided in the plan of interest exchange, and the former holders of the shares interests are entitled only to the exchange rights provided in the articles of share interest exchange or to their rights under ss. 180.1301 to 180.1331.
258,300
Section
300. 180.1106 (3) of the statutes is amended to read:
180.1106 (3) (a) When a merger or share interest exchange under this section takes effect, the department is the an agent of any foreign surviving foreign business entity of a merger or any acquiring foreign business entity in a share an interest exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other owners interest holders, in their capacity as such, of each domestic business constituent entity that is a party to the merger or share exchange.
(b) When a merger or share interest exchange under this section takes effect, any foreign surviving
foreign business entity of a merger or any acquiring foreign business constituent entity in a share an interest exchange shall promptly pay to the dissenting shareholders of timely honor the rights and obligations of interest holders under this chapter with respect to each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger or share exchange the amount, if any, to which they are entitled under ss. 180.1301 to 180.1331 or under any law applicable to such other domestic business constituent or acquired entity, as applicable.
258,301
Section
301. 180.1130 (2) (a) of the statutes is amended to read:
180.1130 (2) (a) The existence of an agreement by or on behalf of the person and by or on behalf of a record or beneficial owner of securities under which the owner agrees to vote the securities in favor of a proposed merger, share interest exchange or sale, lease, exchange or other disposition of assets.
258,302
Section
302. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
180.1130 (3) (a) (intro.) Unless the merger or
share interest exchange is subject to s. 180.1104 or s. 180.11045, does not alter the contract rights of the shares as set forth in the articles of incorporation or does not change or convert in whole or in part the outstanding shares of the resident domestic corporation, a merger or share interest exchange of the resident domestic corporation or a subsidiary of the resident domestic corporation with any of the following:
258,303
Section
303. 180.1130 (3) (a) 2. of the statutes is amended to read:
180.1130 (3) (a) 2. Any other corporation, whether or not itself a significant shareholder, which is, or after the merger or share interest exchange would be, an affiliate of a significant shareholder that was a significant shareholder before the transaction.