§ 903 — Authorization by shareholders

§ 903. Authorization by shareholders.\n (a) The board of each constituent corporation, upon adopting such plan\nof merger or consolidation, shall submit such plan to a vote of\nshareholders in accordance with the following:\n (1) Notice of meeting shall be given to each shareholder of record, as\nof the record date fixed pursuant to section 604 (Fixing record date),\nwhether or not entitled to vote. A copy of the plan of merger or\nconsolidation or an outline of the material features of the plan shall\naccompany such notice.\n (2) The plan of merger or consolidation shall be adopted at a meeting\nof shareholders by (i) for corporations in existence on the effective\ndate of this clause the certificate of incorporation of which expressly\nprovides such or corporations incorporated after the effective date of\nsubclause (A) of clause (ii) of this subparagraph, a majority of the\nvotes of the shares entitled to vote thereon or (ii) for other\ncorporations in existence on the effective date of this clause,\ntwo-thirds of the votes of all outstanding shares entitled to vote\nthereon. Notwithstanding any provision in the certificate of\nincorporation, the holders of shares of a class or series of a class\nshall be entitled to vote together and to vote as a separate class if\nboth of the following conditions are satisfied:\n (A) such shares will remain outstanding after the merger or\nconsolidation or will be converted into the right to receive shares of\nstock of the surviving or consolidated corporation or another\ncorporation, and\n (B) the certificate or articles of incorporation of the surviving or\nconsolidated corporation or of such other corporation immediately after\nthe effectiveness of the merger or consolidation would contain any\nprovision which, is not contained in the certificate of incorporation of\nthe corporation and which, if contained in an amendment to the\ncertificate of incorporation, would entitle the holders of shares of\nsuch class or such one or more series to vote and to vote as a separate\nclass thereon pursuant to section 804 (Class voting on amendment).\n In such case, in addition to the authorization of the merger or\nconsolidation by the requisite number of votes of all outstanding shares\nentitled to vote thereon pursuant to the first sentence of this\nsubparagraph (2), the merger or consolidation shall be authorized by a\nmajority of the votes of all outstanding shares of the class entitled to\nvote as a separate class. If any provision referred to in subclause (B)\nof clause (ii) of this subparagraph would affect the rights of the\nholders of shares of only one or more series of any class but not the\nentire class, then only the holders of those series whose rights would\nbe affected shall together be considered a separate class for purposes\nof this section.\n (b) Notwithstanding shareholder authorization and at any time prior to\nthe filing of the certificate of merger or consolidation, the plan of\nmerger or consolidation may be abandoned pursuant to a provision for\nsuch abandonment, if any, contained in the plan of merger or\nconsolidation.\n