§414-312  Share exchange.  (a)  Acorporation may acquire all of the outstanding shares of one or more classes orseries of another corporation if the board of directors of each corporationadopts and its shareholders (if required by section 414-313) approve theexchange.

(b)  The plan of exchange shall set forth:

(1)  The name of the corporation whose shares will beacquired 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 tobe acquired for shares, obligations, or other securities of the acquiringcorporation or any other corporation or for cash or other property in whole orin part.

(c)  The plan of exchange may set forth otherprovisions relating to the exchange.

(d)  The corporation whose shares will beacquired shall be a domestic corporation, whether or not the law of the stateor country under whose law the acquiring corporation is incorporated permits ashare exchange.

(e)  This section does not limit the power of acorporation to acquire all or part of the shares of one or more classes orseries of another corporation through a voluntary exchange or otherwise. [L2000, c 244, pt of §1; am L 2002, c 41, §7]