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 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.Acts 1994, ch. 776, § 35; 2006, ch. 620, § 58; 2012, ch. 1051, § 39.
Tennessee Legal Code