Ohio Revised Code Search

...(A) Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new ent...

... constituent entity of an agreement of merger or consolidation pursuant to section 1782.431 or 1782.432 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by an authorized representative of each constituent entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the general partners, officers, or other authorized representati...

...with an asset purchase, stock purchase, merger, consolidation, or agreement providing for an asset purchase, stock purchase, merger, or consolidation, including a plan of merger. (ii) The liabilities were imposed by court order on a successor. (b) "Successor asbestos-related liabilities" includes any liabilities described in division (A)(5)(a)(i) of this section that, after the effective date of the asset purchase,...

...orm a commission to study the proposed merger of the school districts. The petition may be presented in separate petition papers. Each petition paper shall contain, in concise language, the purpose of the petition and the names of five electors of each school district proposed to be merged to serve as commissioners on the merger study commission. The petition shall be governed by the rules of section 3501.38 of...

... and conditions of the consolidation or merger; (2) A sworn statement by the president and secretary or corresponding officers of each society showing the society's financial condition on a date fixed by the superintendent but not earlier than the thirty-first day of December next preceding the date of the contract; (3) A certificate of such officers, duly verified by their respective oaths, that the consolidation ...

...dred twenty days after approval of the merger by the electors under section 523.02 or 523.03 of the Revised Code, each board of township trustees of the townships merged, by adopting a joint resolution approved by a majority of the members of each board, shall enter into a merger agreement that contains the specific terms and conditions of the merger. At a minimum, the merger agreement shall set forth all of t...

...If a merger agreement is entered into as required by section 523.04 of the Revised Code, this section does not apply. If a merger agreement is not entered into under section 523.04 of the Revised Code, the merger agreement shall contain all of the terms and conditions specified in this section. If a partial merger agreement is entered into under section 523.04 of the Revised Code, this section applies only to t...

... 709.44 of the Revised Code agree to a merger and adopt, by a two-thirds vote of each legislative authority, an ordinance or resolution proposing a merger, no election of a commission to draw up a statement of conditions for merger of the political subdivisions shall be held. Instead, the legislative authorities of those political subdivisions shall have one hundred twenty days to enter into a merger agreement...

...al corporation or township proposed for merger as provided in section 709.44 of the Revised Code that adopts a merger agreement under section 709.451 of the Revised Code shall submit the question of merger to the electors of the municipal corporations and township proposed for merger. The legislative authorities shall certify the ordinances or resolution that adopted the merger agreement to the board or boards ...

...(A) In formulating the proposed merger conditions, the commission shall attempt to work in a collaborative process that results in a consensus of its members as to the best proposal for all of the political subdivisions involved. To this end, the commission shall adopt rules for the orderly operation of commission meetings that permit all commission members to be coleaders, as appropriate, so that overall no one memb...

...(A) Once proposed merger conditions are prepared, the members of the commission shall vote on them. (B) If no proposed merger condition can be agreed upon by a majority of the members of the commission from each political subdivision, the members of the commission may vote on whether the merger should not occur. If, in that situation, a majority of the members of the commission from each political subdivision ...

...(A) If merger conditions agreed upon by a merger commission of a township and one or more municipal corporations are disapproved by a majority of those voting on them in the township or a municipal corporation proposed to be merged or in the municipal corporation with which merger is proposed, no further petitions shall be filed under section 709.45 of the Revised Code proposing the merger of any of the territory w...

...4 of the Revised Code in the case of a merger pursuant to section 1701.80 of the Revised Code and a dissenting shareholder entitled to relief under division (A)(5) of section 1701.84 of the Revised Code in the case of a merger pursuant to section 1701.801 of the Revised Code shall be a record holder of the shares of the corporation as to which the dissenting shareholder seeks relief as of the date on which the ...

...(A) When a merger becomes effective, all of the following apply: (1) The surviving entity continues or comes into existence. (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity. (3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment. (4) All debts, obligations,...

...n provides. (B)(1) When a proposal of merger, consolidation, or conversion is submitted to the partners at a meeting, a partner may be a dissenting partner only if that partner is a record holder of the partnership interests as to which the partner seeks relief as of the date fixed for the determination of partners entitled to notice of the meeting, and has not voted those interests in favor of the prop...

...rtnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a...

...uthority of each school involved in the merger. Any merger shall take effect on the first day of July of the year specified in the resolution. (C) Not less than sixty days prior to the effective date of a merger under division (B) of this section, each community school involved in the merger shall do both of the following: (1) Provide a copy of the resolution to the school's sponsor; (2) Notify the departmen...

...sed in this state which is a party to a merger or consolidation shall on or before the effective date thereof file with the superintendent a copy of the agreement. If the surviving company is, at the effective date of the merger or consolidation, licensed as an insurer in this state its license shall continue in effect as though no merger or consolidation had taken place, and on request the superintendent shall trans...

...f the municipal corporation with which merger is proposed, numbering not less than ten per cent of the number of electors residing in each such political subdivision who voted for the office of governor at the most recent general election for that office. (B) The petition shall be filed with the board of elections of the county in which the largest portion of the population of the municipal corporation with w...

...(A) 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, 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...

...(A)(1) Upon adoption of an agreement of merger or consolidation under section 1729.35 or 1729.36 of the Revised Code, a certificate, signed by any authorized officer or representative of each constituent association or entity, shall be filed with the secretary of state on a form prescribed by the secretary of state that sets forth the following: (a) The name and form of each constituent association or entity and th...

...the Revised Code for the election of a merger commission for the merger of one or more municipal corporations and the unincorporated territory of a township, no petition for the annexation of any part of the unincorporated territory of the township shall be filed with a board of county commissioners under section 709.03 or 709.15 of the Revised Code, until one of the following occurs: (A) The question of for...

...(A) 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, 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 tha...

...date with one or more entities, if such merger or consolidation is permitted by the laws under which each constituent entity exists and the association complies with this section. (B) Each constituent association shall comply with section 1729.35 of the Revised Code with respect to form and approval of an agreement of merger or consolidation, and each constituent entity shall comply with the applicable provisions o...