Ohio Revised Code Search

...shares that, immediately following the time of the vote described in division (A)(1)(b) of this section, are listed on a national securities exchange, and no proceedings are pending to delist the shares from the national securities exchange as of the time of the vote. (D) An action to set aside a conveyance by a corporation, on the ground that any section of the Revised Code applicable to the lease, sale, exc...

...r private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees.

...ew corporation to be outstanding at the time the merger or consolidation becomes effective; (9) Any additional provision necessary or desirable with respect to the proposed merger or consolidation. (D) To effect the merger or consolidation, the agreement shall be approved by the directors of each domestic constituent corporation, adopted by the shareholders of each domestic constituent corporation, other than the s...

...ew corporation to be outstanding at the time the merger or consolidation becomes effective; (9) Any additional provision necessary or desirable with respect to the proposed merger or consolidation. (D) To effect the merger or consolidation, the agreement of merger or consolidation shall be approved by the directors of each domestic constituent corporation, adopted by the shareholders of each domestic constituent co...

... owned by the converting entity at the time of the conversion; (4) The regulations of the converted corporation; (5) The identity of the directors of the converted corporation; (6) The parties to the declaration of conversion in addition to the converting entity; (7) The stated capital, if any, of each class of shares of the converted corporation to be outstanding at the time that the conversion becomes effe...

...tate under which it exists. (E) At any time prior to filing the certificate of merger or consolidation, the merger or consolidation may be abandoned by the directors of any of the constituent corporations if the directors are authorized to do so by the agreement of merger or consolidation. The agreement may contain a provision authorizing the directors of the constituent corporations to amend the agreement at any ti...

...aws under which it exists. (E) At any time before the filing of the certificate of merger or consolidation under section 1701.81 of the Revised Code, the merger or consolidation may be abandoned by the directors of any constituent corporation, the general partners of any constituent partnership, or the comparable representatives of any other constituent entity if the directors, general partners, or comparable repre...

...d by the converting corporation at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity. (D) The directors of the domestic converting corporation must approve the declaration of conversion to effect the conversion, and the declaration...

...evised Code do not prevent the merger from being effected, one or more domestic or foreign subsidiaries may be merged into a domestic or foreign parent corporation, provided that the parent owns ninety per cent or more of each class of the outstanding shares of each subsidiary, that at least one constituent corporation is a domestic corporation, and that, in the case of a domestic parent, the conditions set forth in ...

...evised Code do not prevent the merger from being effected, one or more domestic or foreign corporations may be merged into a domestic corporation, provided that the domestic surviving corporation is a subsidiary of one of the constituent corporations and that the parent constituent corporation owns ninety per cent or more of each class of the outstanding shares of the surviving subsidiary corporation. (B) The agreem...

...irect wholly owned subsidiary of the parent corporation and whose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, a direct or indirect wholly owned domestic su...

...ement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger or consolidation; (d) The effective date o...

...atement that the converting entity has complied with all of the laws under which it exists and that the laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a shareholder, partner, or member of the converting entity; (d) The effective date of the conversion, which date may be o...

...tion in effect immediately prior to the time the merger becomes effective shall continue as its articles after the merger except as otherwise provided in the agreement of merger. (3) The surviving or new entity possesses all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public ...

...he following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following, and both of the following continue in the converted entity without any further act or deed: (a) Except to the extent limited by the requirements of applicable law, both of the following: (i) All as...

...oration of such number of its shares as entitle the holders to exercise one-sixth or more of the voting power of such corporation in the election of directors immediately after the consummation of such transaction, the transaction shall also be authorized by the shareholders of the acquiring corporation at a meeting held for the purpose, by the affirmative vote of the holders of shares entitling them to exercise two-...

...ng person so requests in writing at the time of delivery of the acquiring person statement, such special meetings shall be held no sooner than thirty days after receipt by the issuing public corporation of the acquiring person statement. Subject to division (C)(2) of this section, such special meeting of shareholders shall be held no later than any other special meeting of shareholders that is called, after receipt b...

...making is further hindered by the short time periods in which tender offers can be consummated, the structures of many recent tender offers, which are designed to encourage prompt tenders, and the fact that individual shareholders typically receive or obtain tender offer materials much later than institutional shareholders. (4) It is in the public interest for shareholders to have a reasonable opportunity to express...

...at, immediately following the effective time of a merger, consolidation, or conversion, as applicable, are listed on a national securities exchange and for which no proceedings are pending to delist the shares from the national securities exchange as of the effective time of the merger, consolidation, or conversion. (2) Shareholders described in division (A)(2) of this section, if the shares so entitling them ...

...llowing times shall be the closing sale price on the national securities exchange as of the applicable date provided in division (C)(1) of this section: (a) Immediately before the effective time of a merger or consolidation; (b) Immediately before the filing of an amendment to the articles of incorporation as described in division (A) of section 1701.74 of the Revised Code; (c) Immediately before the time of ...

...d Code do not prevent the dissolution from being effected. (B) A resolution of dissolution for a corporation shall set forth that the corporation elects to be dissolved. The resolution also may include any of the following: (1) The date on which the certificate of dissolution is to be filed or the conditions or events that will result in the filing of the certificate; (2) Authorization for the officers or direc...

...by the corporation that any person to whom the corporation sent notice under this section is a proper claimant and shall not operate as a waiver of any defense or counterclaim. (D) A claim is barred if a claimant that was given written notice under division (A) of this section does not deliver the claim to the dissolved corporation by the deadline stated in the notice. (E) The corporation shall post the notice...

...action: (1) The corporation within the time limits otherwise permitted by law; (2) Any other person before five years after the date of the dissolution or within the time limits otherwise required by section 1701.881 of the Revised Code or any other provision of law, whichever is less. (C) Any claim existing or action or proceeding pending by or against the corporation or which would have accrued against it m...

...of dissolution or such longer period of time as the directors or a court acting under section 1701.89 of the Revised Code may determine, not to exceed ten years after the date of dissolution.

... of the Revised Code; (4) Make any payment required by a court acting under section 1701.89 of the Revised Code; (5) Pay or make provision by insurance or otherwise for all other claims that are mature, known, and uncontested or that have been finally determined to be owing by the corporation and any other claims described in division (C)(2) of section 1701.881 of the Revised Code. (B) A corporation shall pay...