Sec 10-2406. Merger, interest exchange, conversion, domestication or division; definitions


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  • A. A domestic benefit corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6.

    B. If a benefit corporation is to be created in a merger, a conversion, a domestication or a division, the formation of the corporation must otherwise comply with this chapter.

    C. If a merger, an interest exchange, a conversion, a domestication or a division would have the effect of terminating the status of a business corporation as a benefit corporation, the plan must be adopted by at least the minimum status vote in order to be effective.

    D. For the purposes of this section:

    1. "Conversion" means a transaction authorized by title 29, chapter 6, article 4.

    2. "Division" means a transaction authorized by title 29, chapter 6, article 6.

    3. "Domestication" means a transaction authorized by title 29, chapter 6, article 5.

    4. "Interest exchange" means a transaction authorized by title 29, chapter 6, article 3.

    5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.

    6. "Plan" means a plan of merger, interest exchange, conversion, domestication or division.