47-1A-1103.2. Procedures for approval of share exchange if not in organic law of entity. If the organic law of a domestic other entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic other entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in §§ 47-1A-1101 to 47-1A-1108, inclusive, and §§ 47-1A-1301 to 47-1A-1331.2, inclusive. For the purposes of applying §§ 47-1A-1101 to 47-1A-1108, inclusive, and §§ 47-1A-1301 to 47-1A-1331.2, inclusive:
(1) The other entity, its interest holders, interests, and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares, and articles of incorporation, respectively and vice versa as the context may require; and
(2) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.Source: SL 2005, ch 239, § 257.
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