| | | 10. Consent of shareholders. A plan of merger or share | | exchange may be approved for a participating corporation by | written consent of allof a participating | corporation, whether or notby the corporation's | articles of incorporation,, subsection | 1unanimous written consent is given | | share exchange is approved by written consent of all | | shareholders, whether or not entitled to vote, a resolution of | | the board of directors of the participating corporation | | approving, proposing, submitting, recommending or otherwise | | respecting the plan of merger or share exchange is not necessary | | and shareholders of the participating corporation are not | | entitled to receive notice of or to dissent from the plan of | | merger or share exchange. |
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| | | Sec. B-96. 13-C MRSA §1106, sub-§1, ¶¶A and E, as enacted by PL 2001, c. | | 640, Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | A. The names, types of entity and jurisdictions of the | | parties to the merger or share exchange and the date on | | which the merger or share exchange occurred or is to be | | effective; |
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| | E. For each foreign corporation and each other | | entity that was a party to the merger or share exchange, a | | statement that the participation of the foreign corporation | or other | the organic law of the corporation or other |
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| | | Sec. B-97. 13-C MRSA §1106, sub-§2, as enacted by PL 2001, c. 640, Pt. | | A, §2 and affected by Pt. B, §7, is amended to read: |
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| | | 2. File articles with Secretary of State. Articles of merger | | or share exchange must be delivered to the Secretary of State for | | filing by the survivor of the merger or the acquiring corporation | | in a share exchange and take effect at the effective time | | provided in section 125. Articles of merger or share exchange | | filed under this section may be combined with any filing required | | under the organic law of any domestic eligible entity involved in | | the transaction if the combined filing satisfies the requirements | | of both this section and the organic law. |
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| | | Sec. B-98. 13-C MRSA §§1107 and 1108, as enacted by PL 2001, c. 640, | | Pt. A, §2 and affected by Pt. B, §7, are amended to read: |
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| | | §1107. Effect of merger or share exchange |
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| | | 1. Merger. When a merger becomes effective: |
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