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name of the corporation or other eligible entity that will | acquire those shares or eligible interests; |
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| B. The terms and conditions of the share exchange; |
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| C. The manner and basis of exchanging shares of a | corporation or eligible interests in an other eligible | entity whose shares or eligible interests will be acquired | under the share exchange into shares or, other securities, | eligible interests, obligations, rights to acquire shares | or, other securities or eligible interest, cash or other | property or any combination thereof; and |
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| D. Any other provisions required by the laws under which | any party to the share exchange is organized, or by the | articles of incorporation or organic documents of any such | party. |
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| | 5. Extrinsic facts. The provisions Terms of the a plan of | share exchange referred to in subsection 4, paragraphs B and C | may be made dependent on facts objectively ascertainable outside | the plan of share exchange, as long as those facts are | objectively ascertainable. For purposes of this subsection, | "facts" includes, but is not limited to, the occurrence of any | event, including a determination or action by any person or body, | including the corporation. in accordance with section 121, | subsection 10. |
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| | 6. Amend plan prior to filing articles of share exchange. | The plan of share exchange also may include a provision that the | plan may be amended prior to filing the articles of share | exchange with the Secretary of State under section 1106, | subsection 2. If the shareholders of a domestic corporation that | is a party to the share exchange are required or permitted to | vote on the plan, the plan must provide that subsequent to | approval of the plan by the shareholders the plan may not be | amended to: |
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| A. Change the amount or kind of shares or other securities, | eligible interests, obligations, rights to acquire shares | or, other securities, or eligible interests, cash or other | property to be issued by the corporation or to be received | under the plan by the shareholders of or owners holders of | eligible interests in any party to the share exchange; or |
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| B. Change any of the terms or conditions of the plan if the | change would adversely affect the shareholders in any | material respect. |
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