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agent amendment application appraisal rights approval articles of incorporation assets board of directors business judgment rule bylaws capital certificate of incorporation certificate of limited chapter claim class or series conduct consent contract contribution conversion corporate action corporation's court Court of Chancery creditors determination dissolution dissolved distribution duty effective date election entitled to vote entity Equity Owner filing foreign corporation foreign limited liability holders indemnification issued liability company agreement limited liability company limited liability partnership limited partner limited partnership meeting member or manager ment merger or consolidation merger or share Model Act notice obligation partnership agreement payment person plan of merger principal principal's proceeding proxy purchase purposes quorum receive record registered RUPA Secretary securities series of shares service of process share exchange shareholders specified statement statute stockholders subchapter subdivision subsection surviving or resulting thereof tion transaction trust voting group voting trust