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272A.16-010 Definitions.
As used in this subchapter, unless the context otherwise requires:
(1) "Constituent entity" means an entity that is a party to a merger;
(2) "Constituent limited cooperative association" means a limited cooperative
association that is a party to a merger;
(3) "Converted entity" means the limited cooperative association into which a
converting entity converts;
(4) "Converting entity" means a foreign entity that converts into a limited
cooperative association pursuant to KRS 272A.16-020;
(5) "Converting limited cooperative association" means a converting entity that is a
limited cooperative association;
(6) "Foreign entity" has the meaning set forth in KRS 14A.1-070;
(7) "Organizational documents" means articles of incorporation, bylaws, articles of
association, operating agreements, partnership agreements, or other
documents serving a similar function in the creation and governance of an
entity;
(8) "Personal liability" means personal liability for a debt, liability, or other
obligation of an entity imposed, by operation of law or otherwise, on a person
that co-owns or has an interest in the entity:
(a) By the entitys organic law solely because of the person co-owning or
having an interest in the entity; or
(b) By the entitys organizational documents under a provision of the
entitys organic law authorizing those documents to make one (1) or
more specified persons liable for all or specified parts of the entitys
debts, liabilities, and other obligations solely because the person co-owns
or has an interest in the entity; and
(9) "Surviving entity" means an entity into which one (1) or more other entities are
merged, whether the entity existed before the merger or is created by the
merger.
Effective:July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 110, effective July 12, 2012.
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