Tex. Bus. Orgs. Code Section 200.402
Approval of Merger

(a)

A real estate investment trust that is a party to the merger under Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets) must approve the merger by complying with this section.

(b)

The trust managers of the real estate investment trust shall adopt a resolution that:

(1)

approves the plan of merger; and

(2)

if shareholder approval of the merger is required by this subchapter:

(A)

recommends that the plan of merger be approved by the shareholders of the real estate investment trust; or

(B)

directs that the plan of merger be submitted to the shareholders for approval without recommendation if the trust managers determine for any reason not to recommend approval of the plan of merger.

(c)

Except as provided by this subchapter or Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets), the plan of merger shall be submitted to the shareholders of the real estate investment trust for approval as provided by this subchapter. The trust managers may place conditions on the submission of the plan of merger to the shareholders.

(d)

If the trust managers approve a plan of merger required to be approved by the shareholders of the real estate investment trust but do not adopt a resolution recommending that the plan of merger be approved by the shareholders, the trust managers shall communicate to the shareholders the reason for the trust managers’ determination to submit the plan of merger without a recommendation.

(e)

Except as provided by Chapter 10 (Mergers, Interest Exchanges, Conversions, and Sales of Assets) or Sections 200.407-200.409, the shareholders of the real estate investment trust shall approve the plan of merger as provided by this subchapter.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Source: Section 200.402 — Approval of Merger, https://statutes.­capitol.­texas.­gov/Docs/BO/htm/BO.­200.­htm#200.­402 (accessed Jun. 5, 2024).

200.001
Definition 200.002
Applicability of Chapter 200.003
Conflict with Other Law 200.004
Ultra Vires Acts 200.005
Supplementary Powers of Real Estate Investment Trust 200.006
Requirement that Filing Instrument Be Signed by Officer 200.051
Declaration of Trust 200.052
No Property Right in Certificate of Formation 200.053
Procedures to Adopt Amendment to Certificate of Formation 200.054
Adoption of Amendment by Trust Managers 200.055
Adoption of Amendment by Shareholders 200.056
Notice of and Meeting to Consider Proposed Amendment 200.057
Adoption of Restated Certificate of Formation 200.058
Bylaws 200.059
Dual Authority 200.060
Organization Meeting 200.101
Number 200.102
Classification of Shares 200.103
Classes of Shares Established by Trust Managers 200.104
Issuance of Shares 200.105
Types of Consideration for Issuance of Shares 200.106
Determination of Consideration for Shares 200.107
Amount of Consideration for Issuance of Shares with Par Value 200.108
Value of Consideration 200.109
Liability of Assignee or Transferee 200.110
Subscriptions 200.111
Preformation Subscription 200.112
Commitment in Connection with Purchase of Shares 200.113
Supplemental Required Records 200.151
Registered Holders as Owners 200.152
No Statutory Preemptive Right Unless Specifically Provided by Certificate of Formation 200.153
Characterization and Transfer of Shares and Other Securities 200.154
Restriction on Transfer of Shares and Other Securities 200.155
Valid Restriction on Transfer 200.156
Bylaw or Agreement Restricting Transfer of Shares or Other Securities 200.157
Enforceability of Restriction on Transfer of Certain Securities 200.158
Joint Ownership of Shares 200.159
Liability for Designating Owner of Shares 200.160
Liability Regarding Joint Ownership of Shares 200.161
Limitation of Liability for Obligations 200.162
Preemption of Liability 200.163
Exceptions to Limitations 200.164
Pledgees and Trust Administrators 200.201
Authority for Distributions 200.202
Limitations on Distributions 200.203
Priority of Distributions 200.204
Reserves, Designations, and Allocations from Surplus 200.205
Authority for Share Dividends 200.206
Limitations on Share Dividends 200.207
Value of Shares Issued as Share Dividends 200.208
Transfer of Surplus for Share Dividends 200.209
Determination of Solvency, Net Assets, Stated Capital, and Surplus 200.210
Date of Determination of Surplus 200.211
Split-up or Division of Shares 200.251
Annual Meeting 200.252
Special Meetings 200.253
Notice of Meeting 200.254
Closing of Share Transfer Records 200.255
Record Date for Written Consent to Action 200.256
Record Date for Purpose Other than Written Consent to Action 200.257
Quorum 200.258
Voting in Election of Trust Managers 200.259
Cumulative Voting in Election of Trust Managers 200.260
Voting on Matters Other than Election of Trust Managers 200.261
Vote Required to Approve Fundamental Action 200.262
Changes in Vote Required for Certain Matters 200.263
Number of Votes Per Share 200.264
Voting in Person or by Proxy 200.265
Term of Proxy 200.266
Revocability of Proxy 200.267
Enforceability of Proxy 200.268
Procedures in Bylaws Relating to Proxies 200.301
Management by Trust Managers 200.302
Designation of Trust Managers 200.303
Trust Manager Eligibility Requirements 200.304
Number of Trust Managers 200.305
Compensation 200.306
Term of Trust Manager 200.307
Staggered Terms of Trust Managers 200.308
Vacancy 200.309
Notice of Meeting 200.310
Quorum 200.311
Committees of Trust Managers 200.312
Liability of Trust Managers 200.313
Statute of Limitations on Certain Action Against Trust Managers 200.314
Immunity from Liability for Performance of Duty 200.315
Right of Contribution 200.316
Officers 200.317
Contracts or Transactions Involving Interested Trust Managers and Officers 200.351
Investments 200.401
Definitions 200.402
Approval of Merger 200.403
Approval of Conversion 200.404
Approval of Exchange 200.405
Approval of Sale of All or Substantially All of Assets 200.406
General Procedure for Submission to Shareholders of Fundamental Business Transaction 200.407
General Vote Requirement for Approval of Fundamental Business Transaction 200.408
Class Voting Requirements for Certain Fundamental Business Transactions 200.409
No Shareholder Vote Requirement for Certain Fundamental Business Transactions 200.410
Rights of Dissent and Appraisal 200.451
Approval of Voluntary Winding up 200.452
Approval of Reinstatement, Cancellation, or Revocation of Voluntary Winding up 200.453
Responsibility for Winding up 200.501
Examination of Records 200.502
Joinder of Shareholders Not Required 200.503
Tax Law Requirements
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Accessed:
Jun. 5, 2024

§ 200.402’s source at texas​.gov