(1)After adopting a plan of conversion complying with section 7-90-201.3, a plan of
merger complying with section 7-90-203.3, or a plan of exchange complying with
section 7-90-203.3, the board of directors of the converting corporation, the board
of directors of each corporation party to the merger, or the board of directors of
each corporation party to the exchange shall submit the plan of conversion, plan of
merger, or plan of exchange to its shareholders for approval, except as provided in
subsection (7) of this section or in section 7-111-104.
(2)For a plan of conversion, a plan of merger, or a plan of exchange to be
approved by the shareholders:
(a)The board of directors must recommend the plan of conversion, plan of
merger, or plan of exchange to the shareholders unles
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(1)
After adopting a plan of conversion complying with section 7-90-201.3, a plan of
merger complying with section 7-90-203.3, or a plan of exchange complying with
section 7-90-203.3, the board of directors of the converting corporation, the board
of directors of each corporation party to the merger, or the board of directors of
each corporation party to the exchange shall submit the plan of conversion, plan of
merger, or plan of exchange to its shareholders for approval, except as provided in
subsection (7) of this section or in section 7-111-104.
(2) For a plan of conversion, a plan of merger, or a plan of exchange to be
approved by the shareholders:
(a) The board of directors must recommend the plan of conversion, plan of
merger, or plan of exchange 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 plan; and
(b) The shareholders entitled to vote on the plan of conversion, plan of
merger, or plan of exchange must approve the plan as provided in subsection (5) of
this section.
(3) The board of directors may condition the effectiveness of the plan of
conversion, plan of merger, or plan of exchange on any basis.
(4) The corporation shall give notice, in accordance with section 7-107-105,
to each shareholder entitled to vote on the plan of conversion, plan of merger, or
plan of exchange of the shareholders' meeting at which the plan will be voted upon.
The notice must state that the purpose, or one of the purposes, of the meeting is to
consider the plan of conversion, plan of merger, or plan of exchange, and the notice
must contain or be accompanied by a copy of the plan or a summary of the plan.
(5) Unless articles 101 to 117 of this title 7, including the provisions of section
7-117-101 (8), the articles of incorporation, bylaws adopted by the shareholders, or
the board of directors acting pursuant to subsection (3) of this section require a
greater vote, the plan of conversion, plan of merger, or plan of exchange must be
approved by each voting group entitled to vote separately on the plan by a majority
of all the votes entitled to be cast on the plan by that voting group.
(6) Separate voting by voting groups is required:
(a) On a plan of merger or a plan of conversion if the plan contains a
provision that, if contained in an amendment to the articles of incorporation, would
require action by one or more separate voting groups on the amendment under
section 7-110-104;
(b) On a plan of exchange by each class or series of shares included in the
exchange, with each class or series constituting a separate voting group.
(7) Action by the shareholders of the surviving corporation on a plan of
merger or by the shareholders of the acquiring corporation in a plan of exchange is
not required if:
(a) The articles of incorporation of the surviving or acquiring corporation will
not differ, except for amendments enumerated in section 7-110-102, from its
articles of incorporation before the transaction;
(b) Each shareholder of the surviving or acquiring corporation whose shares
were outstanding immediately before the transaction will hold the same number of
shares, with identical designations, preferences, limitations, and relative rights,
immediately after the transaction;
(c) The number of voting shares outstanding immediately after the
transaction, plus the number of voting shares issuable as a result of the transaction
either by the conversion of securities issued pursuant to the transaction or by the
exercise of rights and warrants issued pursuant to the transaction, will not exceed
by more than twenty percent the total number of voting shares of the surviving or
acquiring corporation outstanding immediately before the transaction; and
(d) The number of participating shares outstanding immediately after the
transaction, plus the number of participating shares issuable as a result of the
transaction either by the conversion of securities issued pursuant to the transaction
or by the exercise of rights and warrants issued pursuant to the transaction, will not
exceed by more than twenty percent the total number of participating shares
outstanding immediately before the transaction.
(8) As used in subsection (7) of this section:
(a) Participating shares means shares that entitle their holders to
participate without limitation in distributions.
(b) Voting shares means shares that entitle their holders to vote
unconditionally in elections of directors.