§414-313  Action plan.  (a)  After
adopting a plan of merger or share exchange, the board of directors of each
corporation party to the merger, and the board of directors of the corporation
whose shares will be acquired in the share exchange, shall submit the plan of
merger (except as provided in subsection (h)) or share exchange for approval by
its shareholders.



(b)  For a plan of merger or share exchange to
be approved:



(1)  The board of directors shall recommend the plan
of merger or share exchange to the shareholders, unless the board of directors
determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its
determination to the shareholders with the plan; and



(2)  The shareholders entitled to vote shall approve
the plan.



(c)  The board of directors may condition its
submission of the proposed merger or share exchange on any basis.



(d)  The corporation shall notify each
shareholder, whether or not entitled to vote, of the proposed shareholders'
meeting in accordance with section 414-125.  The notice shall also state that
the purpose, or one of the purposes, of the meeting is to consider the plan of
merger or share exchange and contain or be accompanied by a copy or summary of
the plan.



(e)  With respect to corporations incorporated
on or after July 1, 1987, at such a meeting, a vote of the shareholders shall
be taken on the proposed plan.  The plan shall be approved upon receiving the
affirmative vote of the holders of a majority of each class of the shares
entitled to vote thereon as a class and of the total shares entitled to vote
thereon.  Any class of shares of any such corporation shall be entitled to vote
as a class if any such plan contains any provision that, if contained in a
proposed amendment to articles of incorporation, would entitle that class of
shares to vote as a class and, in the case of an exchange, if the class is
included in the exchange.



(f)  With respect to corporations incorporated
before July 1, 1987, at such meeting, a vote of the shareholders shall be taken
on the proposed plan.  The plan shall be approved upon receiving the
affirmative vote of the holders of three-fourths of all the issued and
outstanding shares of stock having voting power even though their right to vote
is otherwise restricted or denied by the articles, bylaws, or resolutions of
any such corporation.  The articles of incorporation may be amended by the vote
set forth in the preceding sentence to provide for a lesser proportion of
shares, or of any class or series thereof, than is provided in the preceding
sentence, in which case the articles of incorporation shall control; provided
that the lesser proportion shall be not less than the proportion set forth in
subsection (e).



(g)  Separate voting by voting groups is
required:



(1)  On a plan of merger if the plan contains a
provision that, if contained in a proposed amendment to articles of
incorporation, would require action by one or more separate voting groups on
the proposed amendment under section 414-284; or



(2)  On a plan of share exchange by each class or
series of shares included in the exchange, with each class or series
constituting a separate voting group.



(h)  Action by the shareholders of the
surviving corporation on a plan of merger is not required if:



(1)  The articles of incorporation of the surviving
corporation will not differ (except for amendments enumerated in section
414-282) from the articles of incorporation before the merger;



(2)  Each shareholder of the surviving corporation
whose shares were outstanding immediately before the effective date of the
merger will hold the same number of shares, with identical designations,
preferences, limitations, and relative rights, immediately after the merger;



(3)  The number of voting shares outstanding
immediately after the merger, plus the number of voting shares issuable as a
result of the merger (either by the conversion of securities issued pursuant to
the merger or the exercise of rights and warrants issued pursuant to the
merger), will not exceed by more than twenty per cent the total number of
voting shares of the surviving corporation outstanding immediately before the
merger; and



(4)  The number of participating shares outstanding
immediately after the merger, plus the number of participating shares issuable
as a result of the merger (either by the conversion of securities issued
pursuant to the merger or exercise of rights and warrants issued pursuant to
the merger), will not exceed by more than twenty per cent the total number of
participating shares outstanding immediately before the merger.



(i)  As used in subsection (h):



"Participating shares" means shares
that entitle their holders to participate without limitations in distributions.



"Voting shares" means shares that
entitle their holders to vote unconditionally in elections of directors.



(j)  After a merger or share exchange is
authorized, and



at any time before articles of merger or share
exchange are filed, the planned merger or share exchange may be abandoned
(subject to any contractual rights), without further shareholder action, in
accordance with the procedure set forth in the plan of merger or share exchange
or, if none is set forth, in the manner determined by the board of directors.  A plan of merger may provide that at any time
prior to the time that the plan becomes effective, the plan may be terminated
by the board of directors of any constituent corporation notwithstanding
approval of the plan by the stockholders of all or any of the constituent
corporations.  If the plan of merger is terminated after the filing of the
articles but before the plan has become effective, a certificate of termination
shall be filed with the department director.  A plan of merger may allow the
boards of directors of the constituent corporations to amend the plan at any
time prior to the time that the plan becomes effective; provided that an
amendment made subsequent to the adoption of the plan by the stockholders of
any constituent corporation shall not:



(1)  Alter or
change the amount or kind of shares, securities, cash, property, or rights or
any of them to be received in exchange for or on conversion of all or any of
the shares of any class or series thereof of the constituent corporation;



(2)  Alter or
change any term of the organizing articles of the surviving entity to be
effected by the merger; or



(3)  Alter or
change any of the terms and conditions of the plan if the alteration or change
would adversely affect the holders of any class or series thereof of the
constituent corporation.



If the plan
of merger is amended after the articles are filed with the department director
but before the plan has become effective, articles of amendment shall be filed
with the department director.



(k)  A merger or share exchange takes effect on
the filing date of the articles of merger or share exchange, or on the date
subsequent to the filing as set forth in the articles of merger or share
exchange; provided that the effective date shall not be  more than thirty days
from the filing date. [L 2000, c 244, pt of §1; am L 2001, c 55, §18; am L
2002, c 41, §8]