§ 55-11-02. Share exchange. - North Carolina Statutes

§ 55‑11‑02.  Shareexchange.

(a)        A corporation mayacquire all of the outstanding shares of one or more classes or series ofanother corporation if the board of directors of each corporation adopts andits shareholders (if required by G.S. 55‑11‑03) approve theexchange.

(b)        The plan ofexchange must set forth:

(1)        The name of thecorporation whose shares will be acquired and the name of the acquiringcorporation;

(2)        The terms andconditions of the exchange;

(3)        The manner and basisof exchanging the shares to be acquired for shares, obligations, or othersecurities of the acquiring or any other corporation or for cash or otherproperty in whole or part.

(c)        The plan ofexchange may set forth other provisions relating to the exchange.

(c1)      The provisions ofthe plan of share exchange, other than the provision required by subdivision(b)(1) of this section, may be made dependent on facts objectivelyascertainable outside the plan of share exchange if the plan of share exchangesets forth the manner in which the facts will operate upon the affectedprovisions. The facts may include any of the following:

(1)        Statistical ormarket indices, market prices of any security or group of securities, interestrates, currency exchange rates, or similar economic or financial data.

(2)        A determination oraction by the corporation or by any other person, group, or body.

(3)        The terms of, oractions taken under, an agreement to which the corporation is a party, or anyother agreement or document.

(d)        This section doesnot limit the acquisition of all or part of the shares of one or more classesor series of a corporation through a voluntary exchange or otherwise. (1989, c. 265, s. 1; 2005‑268,s. 17.)