B. All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign business corporation or other eligible entity in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof pursuant to a plan of share exchange.

2. Party to share exchange. A foreign corporation or a foreign unincorporated an eligible entity may be a party to a share exchange under this section only if the share exchange is permitted by the laws under which the corporation or other eligible entity is organized or governed.

3. Share exchange not contemplated in organic law. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved and the share exchange effectuated in accordance with the procedures, if any, for a merger. If the organic law of a domestic unincorporated eligible entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:

A. The unincorporated eligible entity, its members or interest holders, eligible interests and organic documents taken together are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and

B. If the business and affairs of the unincorporated eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group is deemed to be the board of directors.

4. Plan of share exchange. A plan of share exchange must include:

A. The name of each corporation or other eligible entity whose shares or eligible interests will be acquired and the