§ 7-1.2-1102 - Sale of assets other than in regular course of business.
SECTION 7-1.2-1102
§ 7-1.2-1102 Sale of assets other than inregular course of business. – A sale, lease, exchange, or other disposition of all, or substantially all, theproperty and assets, with or without the good will, of a corporation, if not inthe usual and regular course of its business, may be made upon terms andconditions and for any consideration, which may consist in whole or in part ofmoney or property, real or personal, including shares of any other corporation,domestic or foreign, as is authorized in the following manner:
(a) The board of directors' adoption of a resolutionrecommending the sale, lease, exchange, or other disposition, and directing thesubmission of the resolution to a vote at a meeting of shareholders, which maybe either an annual or a special meeting.
(b) Written notice must be given to each shareholder, whetheror not entitled to vote at the meeting, not less than twenty (20) days beforethe meeting, in the manner provided in this chapter for the giving of notice ofmeeting of shareholders. The notice must state whether the meeting is an annualor a special meeting, and that the purpose, or one of the purposes, is toconsider the proposed sale, lease, exchange, or other disposition. A statementof the shareholder's right to dissent and a copy or summary of §7-1.2-1202 must be included in or enclosed with the notice.
(c) At the meeting the shareholders may authorize the sale,lease, exchange, or other disposition and may fix, or may authorize the boardof directors to fix, any or all of the terms and conditions of it and theconsideration to be received by the corporation for it. The authorizationrequires the affirmative vote of the holders of a majority of the shares of thecorporation entitled to vote on the authorization, unless any class of sharesis entitled to vote on it as a class, pursuant to the articles ofincorporation, in which event approval of the resolution also requires theaffirmative vote of the holders of a majority of the shares of each class ofshares entitled to vote as a class on the resolution.
(d) After the authorization by a vote of shareholders, theboard of directors nevertheless, in its discretion, may abandon the sale,lease, exchange, or other disposition of assets, subject to the rights of thirdparties under any related contracts, without any further action or approval byshareholders.
(e) A transfer of all or substantially all of the propertyand assets of a corporation
(i) To one or more subsidiary corporations in which thetransferor corporation owns shares possessing at least two-thirds (2/3) of thetotal combined voting power of all classes of shares entitled to vote at thattime for election of directors, or
(ii) For cash, with or without an assumption of liabilitiesof the transferor corporation is governed by the provisions of §7-1.2-1101 and not by this section. The sale, lease, exchange, or otherdisposition of all, or substantially all, the property and assets, with orwithout the good will, of one or more subsidiaries in which the parentcorporation owns shares possessing two-thirds (2/3) or more of the totalcombined voting power of all classes of shares entitled at that time to votefor the election of directors is treated as a disposition of all, orsubstantially all, the property and assets of the parent corporation within themeaning of this section if the shares of the subsidiary or subsidiariesconstitute all or substantially all the property and assets of the parentcorporation.