(a) A sale, lease, exchange, or other disposition of all, or substantially all, of the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon terms and conditions and for consideration, that may consist in whole or in part of cash or other property, including shares, obligations or other securities of another foreign or domestic corporation, as authorized in (b) of this section.

Terms Used In Alaska Statutes 10.06.568

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board: means the board of directors of a domestic or foreign corporation. See Alaska Statutes 10.06.990
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, but does not include a foreign corporation or a national bank. See Alaska Statutes 10.06.990
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • property: includes real and personal property. See Alaska Statutes 01.10.060
  • shareholder: means a holder of record of a share in a corporation. See Alaska Statutes 10.06.990
  • shares: means the units into which the proprietary interests in a corporation are divided. See Alaska Statutes 10.06.990
  • state: means any of the United States, the District of Columbia, the Commonwealth of Puerto Rico, the Northern Mariana Islands, Guam, the Virgin Islands, American Samoa, the Trust Territory of the Pacific Islands, or any other territory or possession of the United States. See Alaska Statutes 10.06.990
  • vote: includes authorization by written consent subject to the provisions of Alaska Stat. See Alaska Statutes 10.06.990
(b) A sale, lease, exchange, or other disposition shall be recommended to the shareholders by resolution approved by the board and submitted to a vote of the shareholders at a regular or special meeting. Written notice shall be given to each shareholder of record of the corporation, whether or not the shares have voting rights under the articles of the corporation, not less than 20 days before the meeting, in the manner provided in this chapter for the giving of notice of meetings of shareholders. Whether the meeting is an annual or special meeting the notice shall state that the purpose or one of the purposes of the meeting is to consider the proposed sale, lease, exchange, or other disposition, and include a copy of Alaska Stat. § 10.06.574 – 10.06.576, concerning the rights of a dissenting shareholder.
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