81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84 Page: 15 of 64
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S.B. No. 1442
1 form of the converted entity without impairment or diminution
2 because of the conversion.
3 SECTION 18. Section 10.154, Business Organizations Code, is
4 amended byi adding Subsection (c) to read as follows:
5 (c) In addition to complying with the requirements of
6 Subsections (a) and (b), if Sections 10.1025 and 10. 109 apply to the
7 conversion, the certificate of conversion required by this section
9 (1) be titled "Certificate of Conversion and
10 Continuance"; and
11 (2) include a statement certifying that the converting
12 entity is electing to continue its existence in its current
13 organizational form and jurisdiction of formation.
14 SECTION 19. Section 10.361, Business Organizations Code, is
15 amended by adding Subsection (g) to read as follows:
16 (q) The beneficial owner of an ownership interest subject to
17 dissenters' rights held in a voting trust or by a nominee on the
18 beneficial owner's behalf may file a petition described by
19 Subsection (a) if no agreement between the dissenting owner of the
20 ownership interest and the responsible organization has been
21 reached within the period prescribed by Section 10.358(d). When
22 the beneficial owner files a petition described by Subsection (a):
23 (1) the beneficial owner shall at that time be
24 considered, for purposes of this subchapter, the owner, the
25 dissenting owner, and the holder of the ownership interest subject
26 to the petition; and
27 (2) the dissenting owner who demanded payment under
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Texas. Legislature. Senate. 81st Texas Legislature, Regular Session, Senate Bill 1442, Chapter 84, legislative document, May 20, 2009; [Austin, Texas]. (texashistory.unt.edu/ark:/67531/metapth310916/m1/15/: accessed March 29, 2017), University of North Texas Libraries, The Portal to Texas History, texashistory.unt.edu; crediting UNT Libraries Government Documents Department.