Texas Code § 826.053

SALE OF CAPITAL STOCK
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Sec. 826.053. SALE OF CAPITAL STOCK. A conversion plan must provide that shares of capital stock of the resulting company shall be sold in a private placement, public offering, or an alternative method approved by the commissioner unless the shares are:
(1) sold or distributed to a holder of surplus notes of the converting company; or
(2) subscribed to by:
(A) a tax-qualified employee benefit plan under Section 826.059 ;
(B) a director or officer under Section 826.056 (b); or
(C) an eligible member exercising subscription rights under Section 826.058 .

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