Ohio Revised Code Search

...y company party to the consolidation or merger, it is not necessary to produce or prove: (A) The charters of such companies; (B) The laws of the several states under and by virtue of which such consolidation or merger was effected; (C) The original articles of consolidation or merger.

...If a merger is disapproved by a majority of those voting on it in the townships proposed to be merged, an identical merger shall not be considered for at least three years after the date of the disapproval.

...709.43 to 709.48 of the Revised Code, "merger" means the annexation, one to another, of existing municipal corporations or of the unincorporated area of a township with one or more municipal corporations, or the merger of one or more municipal corporations with the unincorporated area of a township.

...d Code that proposes the annexation to, merger of, or consolidation with a municipal corporation of any unincorporated territory within a joint economic development zone that is subject to division (I)(2) of section 715.691 of the Revised Code, shall be commenced for a period of three years after the contract creating the zone is approved by the majority of the electors under section 715.691 of the Revised Code. This...

...esult of any of the following: (1) The merger of a municipal and a county office; (2) The merger of municipal and county functions or duties; (3) The transfer of functions or duties between a municipal corporation and county. (B) The new employer of any affected employee shall treat the employee's prior service with such former employer as if it had been served with the new employer for the purpose of compensatin...

...ealth care entity, whether by purchase, merger, consolidation, lease, gift, joint venture, or other transfer, including any binding obligation in furtherance of the transaction, that is equal to at least twenty per cent of the assets of the entity and occurs in the twenty-four-month period prior to the date notice is submitted to the attorney general in accordance with division (B) of this section. "Transaction" also...

...ode, if any trust company enters into a merger or consolidation in which the trust company is not the surviving corporation, or transfers all or substantially all of its assets and liabilities to another corporation, the resulting, surviving, or transferee corporation shall succeed the trust company as fiduciary as a matter of law and without necessity to do anything further, if the resulting, surviving, or transfere...

...s marital status, the consummation of a merger, acquisition, transfer of assets, or other change in corporate ownership beyond the employee's control, or the sale of the extension of credit in the secondary market or other business transaction beyond the employee's control. (2) The employee liquidates the extension of credit under its original terms and without renegotiation. If the employee chooses to retain the e...

...sult of any of the following: (a) The merger of a city and a county office; (b) The merger of city and county functions or duties; (c) The transfer of functions or duties between a city and county. (2) For purposes of this section, the new employer of any affected employee shall treat the employee's prior service with a former employer as if it had been served with the new employer. (E) The director of admin...

... assets of another manufacturer through merger or acquisition or acquires or is the assignee of a particular product or brand of alcoholic beverage from another manufacturer, the successor manufacturer, within ninety days of the date of the merger, acquisition, purchase, or assignment, may give written notice of termination, nonrenewal, or renewal of the franchise to a distributor of the acquired product or brand. An...

...(A) With respect to any merger, acquisition, purchase, or assignment under division (D) of section 1333.85 of the Revised Code, both of the following apply: (1) The territories for the particular product or brand of alcoholic beverage shall not be assigned to another distributor until the successor manufacturer compensates the terminated or nonrenewed distributor for the diminished value of the distributor's ...

...rs thereafter. (H)(1) In the case of a merger of one or more domestic or foreign corporations into a domestic surviving corporation, the directors of the surviving corporation may order entered on its books all or part of the earned surplus of the other constituent corporations, diminished by any deficit in earned surplus of any constituent corporation, and thereby create, add to, or diminish the earned surplus of t...

...pes of acquisition transactions such as mergers, consolidations, combinations, and majority share acquisitions. Such accumulations, however, can result in shifts of effective corporate control and hence, from a business and financial perspective, directly or indirectly, can result in significant changes in a variety of basic corporate circumstances identical or substantially similar to those arising as a result of th...

...ve; (3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective. (E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact ...

...that person, (2) a plan or agreement of merger or consolidation or a similar plan or agreement of acquisition in which the securities of that person held by the security holders will become or be exchanged for securities of any other person, or (3) a plan or agreement for a combination as defined in division (Q) of section 1701.01 of the Revised Code or a similar plan or agreement for the transfer of assets of that p...

...s business form, reincorporates, or by merger or otherwise becomes a different person, as person is defined in section 1707.01 of the Revised Code, upon application the division may transfer the dealer's license and the licenses of its salespersons to the successor entity, if the division finds that the successor entity is substantially similar to the predecessor entity. The fee for such a transfer shall be fi...

...ation as provided in this section, said merger and the consolidated or new corporation resulting therefrom shall be, in substance, governed by section 1715.08 of the Revised Code, so far as such section is applicable, in its nature or by analogy, to said merger and said new corporation.

...on, or any amendment, amended articles, merger, or consolidation which provides for the creation of such a corporation, are deposited for filing and recording in the office of the secretary of state, the secretary of state shall submit them to the attorney general for examination. If such articles, amendment, amended articles, merger, or consolidation, are found by the attorney general to be in accordance with Chapte...

...ock previously authorized; (4) After a merger, consolidation, conversion, division, or occurrence of any other contingent event referred to in the articles of incorporation, to eliminate from the articles any statement or provision pertaining exclusively to the merger, consolidation, conversion, division, or occurrence, and to make other changes required by such elimination, but only after the deleted item has been ...

...An action to set aside a merger, consolidation, division, or conversion of an association, on the ground that any section of the Revised Code has not been complied with, shall be brought within ninety days after the effective date of the merger, consolidation, division, or conversion, or such action shall be forever barred.

...terstate charter amendment, conversion, merger, or other expansion of a credit union field of membership shall be authorized without the approval of all supervisory authorities affected, whether state or federal, in accordance with rules adopted by the superintendent in terms of administrative control and authority, the location of the surviving credit union in the case of a merger, or the home office in the case of ...

...solvency. (C) "Constituent" means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity. (D) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner, or to a transferee of ...

...his division or the consummation of the merger, consolidation, or conversion, whichever occurs last. Upon the occurrence of the last such event, payment shall be made immediately to a holder of uncertificated securities entitled to payment. In the case of holders of interests represented by certificates, payment shall be made only upon and simultaneously with the surrender to the domestic limited partnership of the c...

...sion (A) of this section results from a merger on and after July 1, 1994, the partnership shall include a copy of its certificate of limited partnership with its certificate of merger or consolidation filed pursuant to section 1782.433 of the Revised Code. Upon filing of the certificate of limited partnership in accordance with this division, the surviving domestic limited partnership shall be deemed to be in complia...

...ivities up to the effective date of the merger, the testamentary trustee or other fiduciary and any successors of the testamentary trustee or other fiduciary shall not be required to render any accounting to the court pertaining to the merged trust and activities that follow the effective date of the merger. (C) As used in this section: (1) "Charitable trust" has the same meaning as in section 109.23 of the Re...