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This entry was published on 2014-09-22
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SECTION 903
Authorization by shareholders
Business Corporation (BSC) CHAPTER 4, ARTICLE 9
§ 903. Authorization by shareholders.

(a) The board of each constituent corporation, upon adopting such plan
of merger or consolidation, shall submit such plan to a vote of
shareholders in accordance with the following:

(1) Notice of meeting shall be given to each shareholder of record, as
of the record date fixed pursuant to section 604 (Fixing record date),
whether or not entitled to vote. A copy of the plan of merger or
consolidation or an outline of the material features of the plan shall
accompany such notice.

(2) The plan of merger or consolidation shall be adopted at a meeting
of shareholders by (i) for corporations in existence on the effective
date of this clause the certificate of incorporation of which expressly
provides such or corporations incorporated after the effective date of
subclause (A) of clause (ii) of this subparagraph, a majority of the
votes of the shares entitled to vote thereon or (ii) for other
corporations in existence on the effective date of this clause,
two-thirds of the votes of all outstanding shares entitled to vote
thereon. Notwithstanding any provision in the certificate of
incorporation, the holders of shares of a class or series of a class
shall be entitled to vote together and to vote as a separate class if
both of the following conditions are satisfied:

(A) such shares will remain outstanding after the merger or
consolidation or will be converted into the right to receive shares of
stock of the surviving or consolidated corporation or another
corporation, and

(B) the certificate or articles of incorporation of the surviving or
consolidated corporation or of such other corporation immediately after
the effectiveness of the merger or consolidation would contain any
provision which, is not contained in the certificate of incorporation of
the corporation and which, if contained in an amendment to the
certificate of incorporation, would entitle the holders of shares of
such class or such one or more series to vote and to vote as a separate
class thereon pursuant to section 804 (Class voting on amendment).

In such case, in addition to the authorization of the merger or
consolidation by the requisite number of votes of all outstanding shares
entitled to vote thereon pursuant to the first sentence of this
subparagraph (2), the merger or consolidation shall be authorized by a
majority of the votes of all outstanding shares of the class entitled to
vote as a separate class. If any provision referred to in subclause (B)
of clause (ii) of this subparagraph would affect the rights of the
holders of shares of only one or more series of any class but not the
entire class, then only the holders of those series whose rights would
be affected shall together be considered a separate class for purposes
of this section.

(b) Notwithstanding shareholder authorization and at any time prior to
the filing of the certificate of merger or consolidation, the plan of
merger or consolidation may be abandoned pursuant to a provision for
such abandonment, if any, contained in the plan of merger or
consolidation.