§1101. Definitions As used in this chapter, unless the context otherwise indicates, the following terms have the following meanings. [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Eligible entity. “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation. […]
§1102. Merger 1. General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger under this section. [PL 2003, c. 344, Pt. B, §97 (AMD).] 2. Merger with foreign entities. A foreign business corporation […]
§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 […]
§1104. Action on plan of merger or share exchange In the case of a domestic corporation that is a party to a merger or share exchange under this chapter: [PL 2001, c. 640, Pt. A, §2 (NEW); PL 2001, c. 640, Pt. B, §7 (AFF).] 1. Plan adopted by board of directors. The plan […]
§1105. Merger between parent corporation and subsidiary corporation or between subsidiary corporations 1. Merger of subsidiary corporations. A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90% of the voting power of each class and series of the outstanding shares of the subsidiary that have voting […]
§1106. Articles of merger or share exchange 1. Signing of plan of merger or share exchange. After a plan of merger or share exchange has been adopted and approved as required by this Act, articles of merger or share exchange must be signed on behalf of each party to the merger or share exchange by […]
§1107. Effect of merger or share exchange 1. Merger. When a merger becomes effective: A. The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be; [PL 2003, c. 344, Pt. B, §103 (AMD).] B. The separate existence […]
§1108. Abandonment of merger or share exchange 1. Abandoned merger or share exchange prior to becoming effective. Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign business corporation or a domestic or foreign eligible entity that is a party to a merger or a share […]
§1109. Required vote of shareholders in certain business combinations 1. Definitions. As used in this section, unless the context otherwise indicates, the following terms have the following meanings. A. “Affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with a specified […]
§1110. Right of shareholders to receive payment for shares following control transaction 1. Shareholders entitled to rights; exceptions. A holder of the voting shares of a corporation that becomes the subject of a control transaction described in subsection 2 is entitled to the rights and remedies provided in this section, unless the articles of incorporation […]
