§414-312 Share exchange. (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 414-313) approve the exchange.
(b) The plan of exchange shall set forth:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2) The terms and conditions of the exchange; and
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring corporation or any other corporation or for cash or other property in whole or in part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) The corporation whose shares will be acquired shall be a domestic corporation, whether or not the law of the state or country under whose law the acquiring corporation is incorporated permits a share exchange.
(e) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. [L 2000, c 244, pt of §1; am L 2002, c 41, §7]
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