§ 10-1202 — Sale of assets other than in regular course of business

A. On the terms and conditions and for the consideration determined by the corporation's board of directors, a corporation may sell, lease, exchange or otherwise dispose of all or substantially all of its property, with or without the goodwill, other than in the usual and regular course of business, if the board of directors proposes and its shareholders approve the proposed transaction.

B. For a transaction to be authorized:

1. The board of directors shall recommend the proposed transaction to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction.

2. The shareholders entitled to vote shall approve the transaction.

C. The board of directors may condition its submission of the proposed transaction on any basis.

D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 10-705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all of the property of the corporation and shall contain or be accompanied by a description of the transaction.

E. Unless the articles of incorporation or the board of directors, acting pursuant to subsection C of this section, requires a greater vote or a vote by voting groups, a majority of all of the votes entitled to be cast on the transaction shall approve the transaction to be authorized.

F. After any sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.

G. A transaction that constitutes a distribution is governed by section 10-640 and not by this section.