Ohio Revised Code Search

...rs of each credit union joining in the merger, and approved by a majority of the members of each credit union represented at a meeting of members in person, by ballot, or by proxy, duly called for such purpose, at which a quorum of the entire membership is present, unless such meeting of members of either credit union has been waived by the superintendent. The superintendent may waive the members' vote if...

...h this section. (B) If the proposal of merger, consolidation, or conversion is to be submitted to the partners at a meeting, the dissenting partner shall be a partner and a record holder of the partnership interests as to which the dissenting partner seeks relief as of the date fixed for the determination of partners entitled to notice of the meeting, and such interests shall not have been voted in favor of the prop...

...any person by whom or on whose behalf a merger or other acquisition of control is to be effected. (2) "Domestic insurer" includes any person controlling a domestic insurer unless the person, as determined by the superintendent of insurance, is either directly or through its affiliates primarily engaged in business other than the business of insurance. (3) "Person" does not include any securities broker holding, i...

...(A) A resolution for a merger under this chapter may be proposed by initiative petition by the electors of each township being proposed for merger, and adopted by election by these electors under the same circumstances, in the same manner, and subject to the same penalties as provided by sections 731.28 to 731.40 and 731.99 of the Revised Code for municipal corporations, except that all of the following apply: ...

...lowing transactions or actions: (a) A merger or consolidation with, or purchase of assets from, a bank holding company that has acquired an Ohio bank; (b) The acquisition of the direct or indirect ownership or control of voting shares of an Ohio bank if, after the acquisition, the acquiring bank holding company will directly or indirectly own or control the Ohio bank, unless the superintendent of financial instit...

...ny class upon dissolution, liquidation, merger, or consolidation of the corporation, or upon sale of all or substantially all of its assets. (O) "Insolvent" means that the corporation is unable to pay its obligations as they become due in the usual course of its affairs. (P) "Parent corporation" or "parent" means a domestic or foreign corporation that owns and holds of record shares of another corporation, domest...

...the Revised Code; (2) In the case of a merger into a domestic corporation, shareholders of the surviving corporation who under section 1701.78 or 1701.781 of the Revised Code are entitled to vote on the adoption of an agreement of merger, but only as to the shares so entitling them to vote; (3) Shareholders, other than the parent corporation, of a domestic subsidiary corporation that is being merged into the ...

...f the study, the city shall compare the merger's efficiency and effectiveness with that of remaining as a separate health district. (B) The director of health shall develop criteria to be used by the city described in division (A) of this section in determining whether such a merger is advisable. The criteria may include accreditation standards promulgated by the public health accreditation board. (C) The direc...

...ship, dissolution of the partnership, a merger of the partnership into another person that is the survivor of the merger, or a consolidation of the partnership and at least one other person to form a new person; (v) If the exiting operator is a limited liability company, dissolution of the limited liability company, a merger of the limited liability company into another person that is the survivor of the merger, or...

...ship, dissolution of the partnership, a merger of the partnership into another person that is the survivor of the merger, or a consolidation of the partnership and at least one other person to form a new person; (e) If the exiting operator is a limited liability company, dissolution of the limited liability company, a merger of the limited liability company into another person that is the survivor of the merger, o...

...in the municipal corporation with which merger is proposed, no further petitions shall be filed under that section proposing the same merger for at least three years after the date of that disapproval. If the question of merging is approved by a majority of those voting on it in each political subdivision proposed to be merged and in the municipal corporation with which merger is proposed, the five candidates from...

...dment to the articles is adopted or the merger, consolidation, or dissolution of a corporation is authorized in the manner provided in division (A)(1) of this section, or if a decree or order having such a result is modified in respect of an amendment, merger, consolidation, or dissolution, then a certificate of reorganization or an amended certificate of reorganization, as the case may be, setting forth such portion...

...(A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary of state for filing under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provi...

...3311.38 of the Revised Code; (II) The merger of two or more districts in accordance with section 3311.25 of the Revised Code; (III) The creation of a new local school district from all of one or more local school districts in accordance with section 3311.26 of the Revised Code; (IV) The consolidation of two or more school districts under section 3311.37 of the Revised Code. (ii) A district that intends to bui...

..., or the surviving company in case of a merger of such companies, may make a further consolidation or merger with a company of this state, or of this state and any other state, or of another state or states, owning or operating over continuous, connected, but not parallel or competing lines. This section or section 4967.02 of the Revised Code does not authorize any such company organized under the laws of this state ...

...ectors of each township the question of merger under section 523.01 of the Revised Code. The question shall be voted upon at the next general election occurring not less than ninety days after the certification of the resolutions to the appropriate board of elections. (B) In submitting to the electors of each township the question of merger, the board of elections shall submit the question in language substan...

...ssociation or entity resulting from the merger, consolidation, division, or conversion, whether the demand is delivered before, on, or after the effective date of the action. If written demand is not timely delivered in conformity with this section, the stockholder's right to payment of fair cash value with respect to the amendment to the articles of incorporation, agreement of merger or consolidation, plan of divisi...

...ank having trust powers, resulting from merger or consolidation shall, upon filing proof thereof in the probate court, and without a new appointment, succeed to the rights and duties of all predecessor companies, as fiduciary. A purchase of substantially all the assets and assumption of substantially all the liabilities is a merger for the purposes of sections 2109.01 to 2109.58, inclusive, of the Revised Code. In al...

...tem hereby created in the event of such merger. The actuary so employed shall be an actuary also approved by the employer in whose district the local district pension system is operated, and the expense of the valuation shall be paid by such employer. The actuary shall compute the present value of the liabilities on account of employees in service in the local district pension system and on account of pensioners in t...

...hich petition shall contain the plan of merger and the mode of carrying it into effect, the certificate of the president or secretary of each company stating the facts constituting compliance with the provisions of section 3941.37 of the Revised Code and may contain other pertinent matters. (B) On receipt of the petition the superintendent shall determine whether there has been compliance with the requirements of se...

...Upon merger or consolidation: (A) The separate existence of the constituent companies shall cease and they shall thereafter be a single company in accordance with such agreement, which company shall have all of the debts, duties, obligations, and liabilities of, and all of the rights, privileges, powers, franchises, immunities, property and assets formerly belonging to the separate companies, provided that all liens...

... subject to the following: (1) No such merger or consolidation shall be effectuated unless in advance thereof, the plan and agreement therefor have been filed with the superintendent of insurance. The superintendent shall examine the terms and conditions of such merger or consolidation, and of any exchange of shares or securities pursuant thereto, after holding a hearing at which all persons or parties to whom it is...

...ions commission seeking authority for a merger or transfer of control shall file notice of the application with the public utilities commission. The notice shall include an internet link to the application. (H)(1) Divisions (B)(1) and (2) of this section do not apply to the acquisition of control of a domestic telephone company or a holding company controlling a domestic telephone company if there is a pending appli...

...ns immediately prior to the time of the merger and all debts, liabilities, and duties of the respective constituent districts shall thereafter attach to the surviving district and may be enforced against it, and such other terms as are agreed upon, provided two-thirds of the members of each of the boards consent to such merger or combination. Such merger or combination shall become legally effective unless, prior to ...

...d Code that proposes the annexation to, merger, or consolidation with a municipal corporation of any unincorporated territory within the district shall be commenced for a period of three years after the contract is filed with the county recorder of each county within which a party to the contract is located unless each board of township trustees whose territory is included, in whole or part, within the district and t...