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§ 10-1101 – Definitions

10-1101. Definitions A. In this article, unless the context otherwise requires: 1. " Plan" means a plan of merger, interest exchange, conversion, domestication or division. 2. " Transaction" means a merger, an interest exchange, a conversion, a domestication or a division. B. Except for terms defined in chapters 1 through 17 of this title or […]

§ 10-1102 – Entity restructuring transactions

10-1102. Entity restructuring transactions A. If the board of directors of a domestic corporation adopts a plan and, if required by section 10-1103, the shareholders approve a plan, the domestic corporation may be a party to or otherwise undertake a transaction by adopting a plan and complying with this article and the following: 1. With […]

§ 10-1103 – Action on plan

10-1103. Action on plan A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an interest exchange, […]

§ 10-1104 – Merger or other transaction involving subsidiary

10-1104. Merger or other transaction involving subsidiary A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself, cause the conversion, domestication or division of the subsidiary or cause the shares of the subsidiary to be acquired in […]

§ 10-1105 – Statement of merger or interest exchange; publication or posting

10-1105. Statement of merger or interest exchange; publication or posting Within sixty days after the commission approves the filing of a statement of merger or statement of interest exchange, either of the following must occur: 1. A copy of the statement of merger or statement of interest exchange shall be published. An affidavit evidencing the […]