KRS 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 limit ed 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, b y operation of law or otherwise, on a person that co -owns or

has an interest in the entity:

(a) By the entity's organic law solely because of the person co -owning or having

an interest in the entity; or

(b) By the entity's organizational documents under a provision of the entity's

organic law authorizing those documents to make one (1) or more specified

persons liable for all or specified parts of the entity's 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.