(a)Through a share exchange:
(i)A domestic corporation may acquire all of the
shares of one (1) or more classes or series of shares of another
domestic or foreign corporation, or all of the interests of one
(1)or more classes or series of interests of a domestic or
foreign other entity, in exchange for shares or other
securities, interests, obligations, rights to acquire shares or
other securities, cash, other property, or any combination of
the foregoing, pursuant to a plan of share exchange; or
(ii)All of the shares of one (1) or more classes or
series of shares of a domestic corporation may be acquired by
another domestic or foreign corporation or other entity, in
exchange for shares or other securities, interests, obligations,
rights to acquire shares or other securities, cash, oth
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(a) Through a share exchange:
(i) A domestic corporation may acquire all of the
shares of one (1) or more classes or series of shares of another
domestic or foreign corporation, or all of the interests of one
(1) or more classes or series of interests of a domestic or
foreign other entity, in exchange for shares or other
securities, interests, obligations, rights to acquire shares or
other securities, cash, other property, or any combination of
the foregoing, pursuant to a plan of share exchange; or
(ii) All of the shares of one (1) or more classes or
series of shares of a domestic corporation may be acquired by
another domestic or foreign corporation or other entity, in
exchange for shares or other securities, interests, obligations,
rights to acquire shares or other securities, cash, other
property, or any combination of the foregoing, pursuant to a
plan of share exchange.
(b) A foreign corporation or eligible entity, may be a
party to a share exchange only if the share exchange is
permitted by the organic law under which the corporation or
other entity is organized or by which it is governed. If
Wyoming law does not otherwise provide procedures for the
approval of a share exchange, a plan of share exchange may be
adopted and approved, and the share exchange effectuated, in
accordance with the procedures, if any, for a merger. If
Wyoming law does not otherwise provide procedures for the
approval of either a share exchange or a merger, a plan of share
exchange may be adopted and approved, the share exchange
effectuated, and appraisal rights exercised, in accordance with
the procedures in this article and article 13 of this chapter.
For the purposes of applying this article and article 13 of this
chapter:
(i) The other entity, its interest holders, interests
and organic documents taken together shall be deemed to be a
domestic business corporation, shareholders, shares and articles
of incorporation, respectively and vice versa as the context may
require; and
(ii) If the business and affairs of the other entity
are managed by a group of persons that is not identical to the
interest holders, that group shall be deemed to be the board of
directors.
(c) The plan of exchange shall include:
(i) The name of each corporation or other entity
whose shares or interests will be acquired and the name of the
corporation or other entity that will acquire those shares or
interests;
(ii) The terms and conditions of the share exchange;
(iii) The manner and basis of exchanging the shares
of a corporation or interests in any other entity whose shares
or interests will be acquired under the share exchange into
shares or other securities, interests, obligations, rights to
acquire shares, other securities or interests, cash, other
property or any combination of the foregoing; and
(iv) Any other provisions required by the laws under
which any party to the share exchange is organized or by the
articles of incorporation or organic document of any party to
the share exchange.
(d) Terms of a plan of share exchange may be made
dependent on facts objectively ascertainable outside the plan.
(e) The plan of share exchange may also include a
provision that the plan may be amended prior to filing articles
of share exchange, but if the shareholders of a domestic
corporation that is a party to the share exchange are required
or permitted to vote on the plan, the plan shall provide that
subsequent to approval of the plan by the shareholders the plan
may not be amended to change:
(i) The amount or kind of shares or other securities,
interests, obligations, rights to acquire shares, other
securities or interests, cash, or other property to be issued by
the corporation or to be received under the plan by the
shareholders of or owners of interests in any party to the share
exchange; or
(ii) Any of the other terms or conditions of the plan
if the change would adversely affect the shareholders of the
domestic corporation in any material respect.
(f) This section does not limit the power of a domestic
corporation to acquire shares of another corporation or
interests in another entity in a transaction other than a share
exchange.