§ 490.1101 — Subchapter definitions

Iowa § 490.1101

• Jurisdiction: Iowa
• Title XII: BUSINESS ENTITIES
• Ch. 490: BUSINESS CORPORATIONS

Text

As used in this subchapter:
1. “Acquired entity” means the domestic or foreign corporation or eligible entity that will
have all of one or more classes or series of its shares or eligible interests acquired in a share
exchange.
2. “Acquiring entity” means the domestic or foreign corporation or eligible entity that will
acquire all of one or more classes or series of shares or eligible interests of the acquired entity
in a share exchange.
3. “New interest holder liability” means interest holder liability of a person, resulting from
a merger or share exchange, that is any of the following:
a. In respect of an entity which is different from the entity in which the person held shares
or eligible interests immediately before the merger or share exchange became effective.
b. In respect of the same entity as the one in which the person held shares or eligible
interests immediately before the merger or share exchange became effective if any of the
following apply:
(1) The person did not have interest holder liability immediately before the merger or
share exchange became effective.
(2) The person had interest holder liability immediately before the merger or share
exchange became effective, the terms and conditions of which were changed when the
merger or share exchange became effective.
4. “Party to a merger” means any domestic or foreign corporation or eligible entity that
will merge under a plan of merger but does not include a survivor created by the merger.
5. “Survivor” in a merger means the domestic or foreign corporation or eligible entity into
which one or more other corporations or eligible entities are merged.