§ 56-10-109 — Effect of merger, consolidation or exchange of stock

(a) The effect of the merger or consolidation shall be as provided in § 48-21-108 . (b) The plan of exchange and the issuance and exchange of securities provided for therein shall become effective when the agreement of exchange has been recorded by the commissioner, or upon such later date as may be specified in the agreement, which may not be later than thirty (30) days after the recording. Upon the plan of exchange becoming effective, the issuance and exchange of securities provided for therein shall be deemed to have been consummated, each shareholder of the domestic company shall cease to be a shareholder of the company and the ownership of all shares of the issued and outstanding stock of the domestic company shall vest in the acquiring corporation automatically without any physical transfer or deposit of certificates representing the shares. (c) Certificates representing shares of stock of the domestic company prior to the plan of exchange becoming effective shall, after the plan of exchange becomes effective, represent: (1) Shares of the issued and outstanding capital stock or other securities issued by the acquiring corporation; and (2) The right, if any, to receive such cash or other consideration upon such terms as shall be specified in the plan of exchange. The certificates representing shares of stock of the domestic company may, after the plan of exchange becomes effective, be exchanged for shares of stock or other securities issued by the acquiring corporation or cash or other consideration or any combination thereof upon the terms as are specified in the plan of exchange.

Legislative History

Acts 1968, ch. 448, § 5; T.C.A., § 56-3609.