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be a domestic business corporation and its shareholders, | shares and articles of incorporation, respectively and vice | versa, as the context may require; and |
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| B. If the business and affairs of the unincorporated entity | are managed by a group of persons that is not identical to | the interest holders, that group is deemed to be the board | of directors. |
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| | 5. Transitional rule. If any debt security, note or similar | evidence of indebtedness for money borrowed, whether secured or | unsecured, or a contract of any kind issued, incurred or executed | by a domestic business corporation before July 1, 2003, applies | to a merger of the corporation and the document does not refer to | an entity conversion of the corporation, the provision is deemed | to apply to an entity conversion of the corporation until such | time after that date as the provision is amended. |
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| | Sec. B-83. 13-C MRSA §953, sub-§3 is enacted to read: |
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| | 3.__Extrinsic facts.__Terms of a plan of entity conversion may | be made dependent upon facts objectively ascertainable outside | the plan in accordance with section 121, subsection 10. |
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| | Sec. B-84. 13-C MRSA §954, sub-§§5 to 8, as enacted by PL 2001, c. 640, | Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | 5. Majority approval. Unless the corporation's articles of | incorporation or its board of directors acting pursuant to | subsection 3 requires a greater vote, approval of the plan of | entity conversion requires the approval of the shareholders at a | meeting by a majority of all the votes entitled to be cast on the | plan by that the shareholders, voting as a single voting group. | The articles of incorporation may provide that the plan may be | approved by a lesser vote of each voting group entitled to vote | on the plan but in no case less than a majority of the votes cast | by that voting group at a meeting at which there exists, for each | such voting group, a quorum consisting of at least a majority of | the votes entitled to be cast on the plan by each voting group | entitled to vote on the plan; |
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| | 6. Voting groups. In addition to the vote required under | subsection 5, separate voting by voting groups is also required | by each class or series of shares. Unless the corporation's | articles of incorporation or the board of directors acting | pursuant to subsection 3 requires a greater vote or a greater | number of votes to be present, if the corporation has more than | one class or series of shares outstanding, approval of the plan |
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