LD 1539
pg. 49
Page 48 of 101 An Act To Amend the Laws Relating to Corporations, Limited Partnerships, Limite... Page 50 of 101
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LR 1942
Item 1

 
name of the corporation or other eligible entity that will
acquire those shares or eligible interests;

 
B. The terms and conditions of the share exchange;

 
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

 
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.

 
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.

 
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:

 
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

 
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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