Montana § 35-9-401 Merger -- Share Exchange -- Sale Of Assets

Montana Statutes

§ 35-9-401 — Merger -- Share Exchange -- Sale Of Assets

Montana·Title 35 CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS·Ch. 9 MONTANA CLOSE CORPORATION ACT·Part 4 Reorganization and Dissolution

35-9-401 . Merger -- share exchange -- sale of assets.

(1)A plan of merger or share exchange:

(a)that if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; and

(b)that if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.

(2)A sale, lease, exchange, or other disposition of all

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35-9-401 . Merger -- share exchange -- sale of assets. (1) A plan of merger or share exchange:
(a) that if effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; and
(b) that if effected would create the surviving corporation as a statutory close corporation must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.
(2) A sale, lease, exchange, or other disposition of all or substantially all of the property of a statutory close corporation, with or without the good will, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.

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