| | |
amended prior to filing the articles of merger with the Secretary | | of State under section 1106, subsection 2. If the shareholders of | | a domestic corporation that is a party to the merger 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, cash or other property to be received | | under the plan by the shareholders or owners of eligible | | interests in any party to the merger; |
|
| | | B. Change the articles of incorporation or the organic | documents of any other eligible entity that will survive or | | be created as a result of the merger, except for changes | | permitted by section 1005 or by comparable provisions of the | | organic laws of any such foreign corporation or domestic or | foreign other eligible entity; or |
|
| | | C. Change any of the other terms or conditions of the plan | | if the change would adversely affect the shareholders in any | | material respect. |
|
| | | 1. Share exchange. Through a share exchange: |
|
| | | A. A domestic corporation may acquire all of the shares of | | one or more classes or series of shares of another domestic | | or foreign business corporation, or all of the eligible | | interests of one or more classes or series of eligible | interests of a domestic or foreign 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; or |
|
| | | 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 |
|
|