§ 7-1.2-1002 - Approval by shareholders of merger.
SECTION 7-1.2-1002
§ 7-1.2-1002 Approval by shareholders ofmerger. – (a) The board of directors of each corporation, upon approving the plan ofmerger, shall, by resolution, direct that the plan be submitted to a vote at ameeting of shareholders, which may be either an annual or a special meeting.Written notice must be given to each shareholder, whether or not entitled tovote at the meeting, not less than twenty (20) days before the meeting, in themanner provided in this chapter for the giving of notice of meetings ofshareholders, and, whether the meeting is an annual or a special meeting, muststate that the purpose or one of the purposes is to consider the proposed planof merger. A copy or a summary of the plan of merger, as the case may be,together with a statement of the shareholder's right to dissent and a copy or asummary of § 7-1.2-1202, must be included in or enclosed with the noticeexcept where no such right is available.
(b) At each meeting, shareholders shall vote on the proposedplan of merger. The plan of merger is approved upon receiving the affirmativevote of the holders of a majority of the shares entitled to vote on the plan ofmerger of each corporation, unless any class of shares of any corporation isentitled to vote as a class on it, in which event, as to the corporation,approval of the plan of merger also requires the affirmative vote of theholders of a majority of the shares of each class of shares entitled to vote asa class on it. Any class of shares of the surviving corporation and the mergedcorporation in a merger is entitled to vote as a class, whether or not theclass is otherwise entitled to vote, if the plan of merger contains anyprovision which, if contained in a proposed amendment to articles ofincorporation, would entitle the class of shares to a class vote.
(c) Notwithstanding the foregoing provisions of this section,except as may be required by the articles of incorporation, no approval of aplan of merger by the shareholders of the surviving corporation in a merger,and no notice to any of the shareholders of the corporation, are required if:
(i) The plan of merger does not amend the articles ofincorporation of the corporation;
(ii) The plan of merger does not involve the issuance ortransfer by the corporation (either directly or through the medium of optionsor warrants for, or shares or debt instruments convertible within one yearinto, the shares) of shares possessing more than twenty percent (20%) of thetotal combined voting power of all classes of shares then entitled to vote forthe election of directors which will be outstanding immediately after themerger; and
(iii) Each shareholder of the corporation whose shares wereoutstanding immediately before the effective date of the merger will hold thesame number of shares, with identical preferences, limitations, and relativerights, immediately after the effective date of change.
(2) If a plan of merger is adopted by the survivingcorporation in a merger without any approval by its shareholders, pursuant tothe provisions of this subsection, that fact must be certified in the articlesof merger.
(d) After approval as already stated by each corporation, andat any time prior to the filing of the articles of merger, the merger may beabandoned pursuant to provisions for abandonment, if any, set forth in the planof merger.