16-10a-1102 - Share exchange.
16-10a-1102. Share exchange.
(1) A domestic corporation may acquire all of the outstanding shares of one or moreclasses or series of one or more domestic corporations if the board of directors of eachcorporation adopts a plan of share exchange and the shareholders of the corporation, if requiredby Section 16-10a-1103, approve the plan of share exchange.
(2) The plan of share exchange referred to in Subsection (1) shall set forth:
(a) the name of each corporation whose shares will be acquired and the name of theacquiring corporation;
(b) the terms and conditions of the share exchange; and
(c) the manner and basis of exchanging the shares to be acquired for shares, obligations,or other securities of the acquiring or any other corporation or for money or other property inwhole or part.
(3) The plan of share exchange may set forth other provisions relating to the shareexchange.
(4) This section does not limit the power of a corporation to acquire all or part of theshares of one or more classes or series of another corporation through a voluntary exchange ofshares or otherwise.
Amended by Chapter 378, 2010 General Session