(1) A
corporation may sell, lease, exchange, or otherwise dispose of all, or substantially
all, of its property, with or without its good will, other than in the usual and regular
course of business on the terms and conditions and for the consideration
determined by the board of directors, if the board of directors proposes and the
shareholders approve the transaction. A sale, lease, exchange, or other disposition
of all, or substantially all, of the property of a corporation, with or without its good
will, in connection with its dissolution, other than in the usual and regular course of
business, and other than pursuant to a court order, shall be subject to the
requirements of this section; but a sale, lease, exchange, or other disposition of all,
or substantially all, of the property of a corporation, with or without its good will,
pursuant to a court order shall not be subject to the requirements of this section.
(2) If a corporation is entitled to vote or otherwise consent, other than in the
usual and regular course of its business, with respect to the sale, lease, exchange,
or other disposition of all, or substantially all, of the property with or without the
good will of another entity which it controls, and if the shares or other interests held
by the corporation in such other entity constitute all, or substantially all, of the
property of the corporation, then the corporation shall consent to such transaction
only if the board of directors proposes and the shareholders approve the giving of
consent.
(3) For a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section to be approved by the shareholders:
(a) The board of directors shall recommend the transaction or the consent 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 transaction; and
(b) The shareholders entitled to vote on the transaction or the consent shall
approve the transaction or the consent as provided in subsection (6) of this section.
(4) The board of directors may condition the effectiveness of the transaction
or the consent on any basis.
(5) The corporation shall give notice, in accordance with section 7-107-105,
to each shareholder entitled to vote on the transaction described in subsection (1)
of this section or the consent described in subsection (2) of this section, of the
shareholders' meeting at which the transaction or the consent will be voted upon.
The notice shall:
(a) State that the purpose, or one of the purposes, of the meeting is to
consider:
(I) In the case of action pursuant to subsection (1) of this section, the sale,
lease, exchange, or other disposition of all, or substantially all, of the property of
the corporation; or
(II) In the case of action pursuant to subsection (2) of this section, the
corporation's consent to the sale, lease, exchange, or other disposition of all, or
substantially all, of the property of another entity (which entity shall be identified in
the notice), shares or other interests of which are held by the corporation and
constitute all, or substantially all, of the property of the corporation; and
(b) Contain or be accompanied by a description of the transaction, in the
case of action pursuant to subsection (1) of this section, or by a description of the
transaction underlying the consent, in the case of action pursuant to subsection (2)
of this section.
(6) Unless articles 101 to 117 of this title (including the provisions of section
7-117-101 (9)), the articles of incorporation, bylaws adopted by the shareholders, or
the board of directors acting pursuant to subsection (4) of this section require a
greater vote, the transaction described in subsection (1) of this section or the
consent described in subsection (2) of this section shall be approved by each voting
group entitled to vote separately on the transaction or consent by a majority of all
the votes entitled to be cast on the transaction or the consent by that voting group.
(7) After a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section is authorized, the transaction may be
abandoned or the consent withheld or revoked, subject to any contractual rights or
other limitations on such abandonment, withholding, or revocation, without further
shareholder action.
(8) A transaction that constitutes a distribution is governed by section 7-106-401 and not by this section.