| | Sec. B-90. 13-C MRSA §1006, sub-§1, ¶¶B, C and F, as enacted by PL 2001, | c. 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| B. The text of each amendment adopted or the information | required by section 121, subsection 10, paragraph E; |
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| C. If an amendment provides for an exchange, | reclassification or cancellation of issued shares, | provisions for implementing the amendment if not contained | in the amendment itself, which may be dependent upon facts | objectively ascertainable outside the articles of amendment | in accordance with section 121, subsection 10; |
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| F. If an amendment required approval by the shareholders, a | statement that the amendment was duly approved by the | shareholders in the manner required by this Act and by the | articles of incorporation or, if an amendment is being filed | pursuant to section 121, subsection 10, a statement to that | effect. |
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| | Sec. B-91. 13-C MRSA §1007, sub-§1, as enacted by PL 2001, c. 640, Pt. | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | 1. Consolidation into single document. A corporation's board | of directors may restate its articles of incorporation at any | time, with or without shareholder approval, to consolidate all | amendments into a single document. The restatement may omit | statements as to the incorporator or incorporators and the | initial directors. |
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| | Sec. B-92. 13-C MRSA §§1102 and 1103, as enacted by PL 2001, c. 640, | Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | 1. General authority of domestic corporations. One or more | domestic business corporations may merge with one or more | domestic or foreign business or nonprofit corporations or | unincorporated eligible entities pursuant to a plan of merger | under this section. |
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| | 2. Merger with foreign entities. A foreign business or | nonprofit corporation or a foreign unincorporated eligible entity | may be a party to a merger with a domestic business corporation | or may be created by the terms of a plan of merger under this | section only if the merger is permitted by the laws under which | the foreign business or nonprofit corporation or unincorporated | eligible entity is organized or by which it is governed; and |
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