1. (a) Separate voting by a class or series of shares of a corporation is required for approval of a plan of merger or conversion if:

   1. (1) the plan of merger or conversion contains a provision that would require approval by that class or series of shares under Section 21.364 if the provision was contained in a proposed amendment to the corporation's certificate of formation; or
   2. (2) that class or series of shares is entitled under the certificate of formation to vote as a class or series on the plan of merger or conversion.

2. (b) Separate voting by a class or series of shares of a corporation is required for approval of a plan of exchange if:

   1. (1) shares of that class or series are to be exchanged under the terms of the plan of exchange; or
   2. (2) that class or series is entitled under the certificate of formation to vote as a class or series on the plan of exchange.
3. (c) Separate voting by a class or series of shares of a corporation is required for approval of a sale of all or substantially all of the assets of a corporation if that class or series of shares is entitled under the certificate of formation to vote as a class or series on the sale of the corporation's assets.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.