Chapter definitions

Tenn. Code Ann. § 48-21-101, under Merger, Share Exchange and Conversion.

Tenn. Code Ann. § 48-21-101

(1) As used in this chapter, unless the context otherwise requires:(1) “Converted entity” means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;(2) “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;(3) “Eligible interests” means interests or memberships;(4) “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document;(5) “Interest holder” means a person who holds of record an interest;(6) “Membership” means the rights of a member in a domestic or foreign nonprofit corporation;(7) “Participating shares” means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid;(8) “Party to a merger or share exchange” means any domestic or foreign corporation, or eligible entity that will:(A) Merge in a plan of merger;(B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or(C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;(9) “Survivor” means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and(10) “Voting shares” means shares that entitle their holders to vote unconditionally in the election of directors.

(1) “Converted entity” means the domestic business corporation or domestic unincorporated entity that adopts a plan of entity conversion or the foreign unincorporated entity converting to a domestic business corporation;

(2) “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;

(3) “Eligible interests” means interests or memberships;

(4) “Filing entity” means an unincorporated entity that is of a type that is created by filing a public organic document;

(5) “Interest holder” means a person who holds of record an interest;

(6) “Membership” means the rights of a member in a domestic or foreign nonprofit corporation;

(7) “Participating shares” means shares however denominated that entitle their holders to participate in distributions on dissolution after all preferences have been paid;

(8) “Party to a merger or share exchange” means any domestic or foreign corporation, or eligible entity that will:(A) Merge in a plan of merger;(B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or(C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;

(A) Merge in a plan of merger;

(B) Acquire shares or eligible interests of another domestic or foreign corporation, or an eligible entity in a share exchange; or

(C) Have all of its shares or eligible interests of one (1) or more classes or series acquired in share exchange;

(9) “Survivor” means the corporation or unincorporated entity that is in existence immediately after consummation of a merger or entity conversion pursuant to this chapter; and

(10) “Voting shares” means shares that entitle their holders to vote unconditionally in the election of directors.