LD 1539
pg. 49
Page 48 of 104 PUBLIC Law Chapter 344 Page 50 of 104
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LR 1942
Item 1

 
amended prior to filing the articles of merger with the Secretary
of State under section 1106, subsection 2. If the shareholders of
a domestic corporation that is a party to the merger are required
or permitted to vote on the plan, the plan must provide that
subsequent to approval of the plan by the shareholders the plan may
not be amended to:

 
A. Change the amount or kind of shares or other securities,
eligible interests, obligations, rights to acquire shares or
other securities, cash or other property to be received
under the plan by the shareholders or owners of eligible
interests in any party to the merger;

 
B. Change the articles of incorporation or the organic
documents of any other eligible entity that will survive or
be created as a result of the merger, except for changes
permitted by section 1005 or by comparable provisions of the
organic laws of any such foreign corporation or domestic or
foreign other eligible entity; or

 
C. Change any of the other terms or conditions of the plan
if the change would adversely affect the shareholders in any
material respect.

 
§1103. Share exchange

 
1. Share exchange. Through a share exchange:

 
A. A domestic corporation may acquire all of the shares of
one or more classes or series of shares of another domestic
or foreign business corporation, or all of the eligible
interests of one or more classes or series of eligible
interests of a domestic or foreign other eligible entity, in
exchange for shares or other securities, eligible interests,
obligations, rights to acquire shares or other securities or
eligible interests, cash or other property or any
combination thereof pursuant to a plan of share exchange; or

 
B. All of the shares of one or more classes or series of
shares of a domestic corporation may be acquired by another
domestic or foreign business corporation or other eligible
entity in exchange for shares or other securities, eligible
interests, obligations, rights to acquire shares or other
securities or eligible interests, cash or other property or
any combination thereof pursuant to a plan of share
exchange.

 
2. Party to share exchange. A foreign corporation or a
foreign unincorporated an eligible entity may be a party to a
share exchange under this section only if the share exchange is


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