180.1102

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180.1102 Share exchange.

180.1102(2)

(2) The plan of share exchange shall set forth all of the following:

180.1102(2)(b)

(b) The terms and conditions of the exchange.

180.1102(1)

(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another business entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by § 180.1103, its shareholders also approve the plan of share exchange, and if the share exchange is permitted under the applicable law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity.

180.1102(2)(a)

(a) The name, form of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring business entity.

180.1102(2)(c)

(c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other business or for cash or other property in whole or part.

180.1102(3)

(3) The plan of share exchange may set forth other provisions relating to the exchange.

180.1102(4)

(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.