ISSUANCE OF SHARES UNDER PLAN OF MERGER OR CONVERSION.
Tex. BUS. ORGS Code § 21.158.
in effect(a) A converted corporation under a plan of conversion or a corporation created by a plan of merger may issue shares for consideration if authorized by the plan of conversion or plan of merger, as appropriate.
(b) A corporation may issue shares in the manner provided by and for consideration specified under a plan of merger or plan of conversion.